UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 18, 2023, Cardio Diagnostics Holdings, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Of the Company’s 18,753,678 shares of common stock issued and outstanding and eligible to vote as of the record date of October 26, 2023, a total of 9,794,482 shares, or approximately 52% of the eligible shares, was in attendance or represented by proxy. The Company’s stockholders voted on four proposals as set forth below. Each of the proposals is described in further detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on October 27, 2023, as supplemented on November 22, 2023 .The final voting results, including the number of votes cast for, against, or withholding authority, and the number of abstentions and any broker non-votes, with respect to each matter voted upon are set forth below, as reported by the Company’s independent inspector of election.
Proposal 1: Election of Directors (the “Election of Directors Proposal”)
The Company’s stockholders elected seven directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:
| Nominee | For | Authority Withheld | Broker Non-Votes | |||
| Meeshanthini Dogan, Ph.D. | 5,988,739 | 323,270 | 3,482,473 | |||
| Warren Hosseinion, M.D. | 5,928,708 | 383,301 | 3,482,473 | |||
| James Intrater | 5,890,758 | 421,251 | 3,482,473 | |||
| Stanley Lau, M.D. | 5,892,858 | 419,151 | 3,482,473 | |||
| Oded Levy | 5,901,424 | 410,585 | 3,482,473 | |||
| Robert Philibert, M.D., Ph.D. | 5,989,309 | 322,700 | 3,482,473 | |||
| Paul F. Burton, J.D., MBA | 5,989,309 | 322,700 | 3,482,473 | |||
Proposal 2: Approval of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of between 1-for-5 and 1-for-40 at the discretion of the Company’s Board of Directors (the “Reverse Stock Split Proposal”)
The Reverse Stock Split Proposal was approved. The amendment to the Company’s Third Amended and Restated Certificate of Incorporation will only be filed in the event the Board of Directors deems it to be necessary and appropriate within one year of the Annual Meeting.
| For | Against | Abstain | Broker Non-Votes | |||
| 7,424,337 | 2,251,192 | 118,953 | N/A | |||
Proposal 3: Approval of the future issuance of shares of Common Stock and/or securities convertible into or exercisable for Common Stock equal to 20% or more of the Common Stock outstanding in one or more non-public transactions as required by Nasdaq Marketplace Listing Rule 5635(d) (the “Share Issuance Proposal”)
The Share Issuance Proposal was approved. Any non-public financing transaction undertaken in connection with this approval will be conducted within the parameters set forth in the Share Issuance Proposal described in the proxy statement for the Annual Meeting.
| For | Against | Abstain | Broker Non-Votes | |||
| 5,014,358 | 1,156,400 | 141,251 | 3,482,473 | |||
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm (the “Auditor Ratification Proposal”)
The ratification of the appointment of Prager Metis CPA’s LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved.
| For | Against | Abstain | Broker Non-Votes | |||
| 9,065,135 | 591,235 | 138,112 | N/A |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 19, 2023 | CARDIO DIAGNOSTICS HOLDINGS INC. | |
| By: | /s/ Elisa Luqman | |
| Elisa Luqman Chief Financial Officer |
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