Cardio Diagnostics Holdings, Inc. current report, Q2 FY2023 (NASDAQ:CDIO)

This Current Report on Form 8-K was filed on May 26, 2023, by Cardio Diagnostics Holdings, Inc. (CDIO), a Delaware corporation. The filing reports on a Special Meeting of Stockholders held on the same date to approve corporate governance changes and specific share issuances following the company's business combination consummated on October 25, 2022.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, or general liquidity metrics. The only specific financial figure disclosed relates to a debt instrument:

Convertible Debentures: $11.2 million issued or issuable to YA II PN, Ltd.
Share Issuance Potential: Up to 20,363,637 shares of Common Stock issuable upon conversion of the debentures.

Material Changes and Voting Results

At the Special Meeting, stockholders voted on three proposals. As of the record date (April 28, 2023), there were 9,697,897 shares outstanding, with 5,581,189 shares present (quorum achieved). All proposals were approved:

Proposal 1 (Yorkville Share Issuance): Approved the issuance of shares exceeding 20% of outstanding stock upon conversion of the $11.2 million debentures, potentially below the Nasdaq "Minimum Price."
- For: 4,409,342
- Against: 1,171,332
- Abstain: 515
Proposal 2 (Charter Amendment): Approved the Third Amended and Restated Certificate of Incorporation. This removes blank check company provisions, eliminates personal liability for officers under certain circumstances, and changes the registered agent.
- For: 5,515,929
- Against: 63,066
- Abstain: 2,194
Proposal 3 (Adjournment): Approved the ability to adjourn the meeting if necessary to solicit further votes. The meeting was not adjourned as sufficient votes were received.

Guidance, Outlook, and Risks

The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosures regarding the share issuance. The primary operational change is the formalization of the company's post-SPAC status through the Charter Amendment.

Investor Verification Checklist

Verify the effective date of the Third Amended and Restated Certificate of Incorporation (filed May 30, 2023).
Review the terms of the $11.2 million Convertible Debentures issued to YA II PN, Ltd. to understand dilution risks.
Confirm the impact of the new charter provision eliminating officer liability on corporate governance standards.
Check subsequent filings for the actual issuance of the 20,363,637 shares upon conversion.