Cardio Diagnostics Seeks Shareholder Nod for 20% Stock Issuance

TL;DR

**CDIOW is asking for a blank check to dilute shareholders by 20% or more; vote AGAINST Proposal 2 unless you want your stake watered down.**

AI Summary

Cardio Diagnostics Holdings, Inc. (CDIOW) is holding its virtual annual meeting on October 15, 2025, at 10:00 a.m. Central Time. Stockholders will vote on three key proposals: the election of seven director nominees, the approval of a future issuance of common stock or convertible securities equal to 20% or more of outstanding common stock in non-public transactions per Nasdaq Rule 5635(d), and the ratification of Prager Metis CPA's LLC as the independent registered public accounting firm for fiscal year ending December 31, 2025. As of the August 25, 2025 record date, there were 1,763,129 shares of common stock outstanding. The company will pay approximately $15,500 to Sodali & Co. for proxy solicitation services. The filing does not contain specific financial figures for revenue or net income, nor does it detail key business changes or a strategic outlook beyond the proposed share issuance.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines a proposal to issue 20% or more of Cardio Diagnostics' common stock in non-public transactions, which could significantly dilute existing shareholder value. This move, if approved, provides the company with substantial flexibility for future capital raises or strategic partnerships, potentially impacting its competitive position in the diagnostic healthcare market. Employees and customers might see this as a signal of future growth or financial stability, depending on how the capital is deployed. The broader market will watch how this impacts CDIOW's valuation and its ability to fund its operations and R&D against competitors.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal No. 2, which seeks approval for the future issuance of shares equal to 20% or more of the company's common stock outstanding in non-public transactions. This significant potential dilution of 1,763,129 shares could substantially decrease the value of existing shareholders' holdings without a clear, immediate use of proceeds outlined in this filing.

Analyst Insight

Investors should carefully evaluate Proposal No. 2 regarding the 20% share issuance. Consider voting 'AGAINST' this proposal if you are concerned about potential dilution without a specific, value-accretive use of proceeds being disclosed. Engage with investor relations for more clarity on the company's capital allocation strategy.

Key Numbers

• 1,763,129 — Shares of Common Stock Outstanding (As of the August 25, 2025 record date, each share entitled to one vote.)
• 20% — Proposed Share Issuance Threshold (Percentage of common stock or convertible securities to be issued in non-public transactions if Proposal No. 2 is approved.)
• $15,500 — Proxy Solicitation Fees (Amount paid to Sodali & Co. for assistance in soliciting proxies.)
• October 15, 2025 — Annual Meeting Date (Date when stockholders will vote on the proposals.)
• August 25, 2025 — Record Date (Date by which stockholders must own shares to be eligible to vote.)

Key Players & Entities

• Cardio Diagnostics Holdings, Inc. (company) — Registrant for DEF 14A filing
• Meeshanthini V. Dogan (person) — Chief Executive Officer of Cardio Diagnostics Holdings, Inc.
• Prager Metis CPA's LLC (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Sodali & Co. (company) — Solicitation agent for proxies
• Nasdaq Marketplace Listing Rule 5635(d) (regulator) — Governing rule for share issuance proposal
• Continental Stock Transfer & Trust Company (company) — Company's transfer agent
• $15,500 (dollar_amount) — Fees paid to Sodali & Co. for proxy solicitation
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filing

FAQ

Industry Context

Cardio Diagnostics Holdings, Inc. operates in the healthcare diagnostics sector, specifically focusing on cardiovascular disease detection. This industry is characterized by rapid technological advancements, increasing demand for early disease detection, and a complex regulatory environment. Companies in this space often face competition from established players and innovative startups, requiring significant investment in research and development and robust commercialization strategies.

Regulatory Implications

The proposed future issuance of common stock or convertible securities (Proposal No. 2) requires careful consideration of Nasdaq Rule 5635(d), which mandates stockholder approval for issuances that could result in a significant dilution of existing shareholders' ownership. Compliance with this rule is crucial to maintain the company's listing on the Nasdaq stock exchange.

What Investors Should Do

1. Review the proxy statement thoroughly before the Annual Meeting on October 15, 2025.
2. Vote on the three proposals presented at the Annual Meeting.
3. Note the record date of August 25, 2025, to confirm eligibility to vote.

Key Dates

• 2025-10-15: Annual Meeting of Stockholders — Stockholders will vote on key proposals including director elections and future stock issuance.
• 2025-08-25: Record Date — Establishes the list of stockholders eligible to vote at the Annual Meeting.
• 2025-09-04: Proxy Statement First Made Available — Marks the official start of the proxy solicitation period for the Annual Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on, director nominees, and executive compensation. (This document is the primary source of information for stockholders to make informed voting decisions.)

Proxy Statement

A document that a company's management sends to shareholders before a shareholder meeting to solicit votes. (Contains the details of the proposals being voted on, director nominations, and other important information for shareholders.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines who has the right to vote at the Annual Meeting on October 15, 2025.)

Common Stock

A class of stock that represents ownership in a corporation and entitles the owner to vote on corporate matters and receive dividends. (The shares that stockholders own and will be voting with at the Annual Meeting.)

Convertible Securities

Financial instruments that can be converted into a predetermined amount of the issuer's equity, usually common stock. (A potential form of future stock issuance that requires stockholder approval under Proposal No. 2.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided text focuses on the upcoming meeting's agenda and procedural details. Specific comparative financial metrics or strategic shifts from the prior year (e.g., fiscal year 2024 vs. 2023) are not detailed within this excerpt. Therefore, a direct comparison of revenue growth, margin changes, or new risks compared to a previous filing cannot be made based on this information.

Key Financial Figures

• $0.00001 — f the Company's common stock, par value $0.00001 per share (the "Common Stock") At the
• $15,500 — licitation agent, fees of approximately $15,500, and will reimburse the solicitation ag

Filing Documents

• cdio_def14a.htm (DEF 14A) — 428KB
• cdio_logo.jpg (GRAPHIC) — 53KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001079973-25-001419.txt ( ) — 880KB
• cdio-20241231.xsd (EX-101.SCH) — 3KB
• cdio-20241231_def.xml (EX-101.DEF) — 5KB
• cdio-20241231_lab.xml (EX-101.LAB) — 52KB
• cdio-20241231_pre.xml (EX-101.PRE) — 39KB
• cdio_def14a_htm.xml (XML) — 6KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 36 Solicitation of Proxies 37 Other Matters and Additional Information 37 i CARDIO DIAGNOSTICS HOLDINGS, INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 15, 2025 PROXY STATEMENT SUMMARY This Proxy or the "Board") of Cardio Diagnostics Holdings, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. This Proxy Statement and related materials are first being made available to stockholders on or about September 4, 2025. References in this Proxy Statement to "we," "us," "our," or the "Company" refer to Cardio Diagnostics Holdings, Inc. and our consolidated subsidiary, and references to the "Annual Meeting" are to the 2025 annual meeting of stockholders. Except where otherwise indicated, this proxy statement covers information regarding our 2024 fiscal year, which was from January 1, 2024 through December 31, 2024, or fiscal 2024. This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. Our Annual Meeting Date and Time October 15, 2025 at 10:00 a.m. Central Time Place Virtually at www.cstproxy.com/cardiodiagnosticsinc/2025 Record Date August 25, 2025 Who Can Vote Only owners of record of the Company's issued and outstanding common stock as of the close of business on August 25, 2025. Each share of common stock is entitled to one vote. Number of Shares Outstanding as of Record Date 1,763,129 shares of the Company's common stock, par value $0.00001 per share (the "Common Stock") At the Annual Meeting, the stockholders of the Company will be asked to vote on the three proposals below. Your vote is very important . Accordingly, whether or

View Full Filing

View this DEF 14A filing on SEC EDGAR