Cardio Diagnostics Holdings, Inc.
For the period ended Oct 15, 2025. Filed Sep 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 15, 2025 · Filed Sep 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Certificate of Incorporation)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LETTER TO STOCKHOLDERS
September 4, 2025
Dear Stockholder:
You are cordially invited to attend this year’s annual meeting of stockholders of Cardio Diagnostics Holdings, Inc. on October 15, 2025, at 10:00 a.m. Central Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.cstproxyvote.com/cardiodiagnosticsinc/2025 and entering the control number included on your proxy card or in the instructions that accompany your proxy materials.
Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, your vote is important, and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using Internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting, you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.
On behalf of the Board, we would like to thank you for your support of Cardio Diagnostics Holdings, Inc.
Sincerely yours,
Meeshanthini V. Dogan
Chief Executive Officer
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 15, 2025
10:00 a.m. Central Time
| When | Wednesday, October 15, 2025 at 10:00 a.m. Central Time | How to Vote in Advance | |
|---|---|---|---|
| Where | Virtually at https://www.cstproxy.com/cardiodiagnosticsinc/2025 | By Mail | Complete, sign, date and return your proxy card or voting instruction form |
| Proposal No. 1 | Election of seven nominees named in the proxy statement accompanying this Notice to serve on the Board of Directors (the “Election of Directors Proposal”). The Board of Directors recommends a vote “FOR” each nominee. | By Internet | You can vote your shares online at www.cstproxyvote.com/cardiodiagnosticsinc/2025 |
| Proposal No. 2 | Approval of the Future Issuance of Shares of Our Common Stock and/or Securities Convertible into or Exercisable for our Common Stock Equal to 20% or more of our Common Stock Outstanding in a Non-Public Transaction or Series of Transactions in Accordance with Nasdaq Marketplace Listing Rule 5635(d) (the “2025 Issuance Proposal”). The Board of Directors recommends a vote “FOR” this proposal. | Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the below instructions: | |
| Proposal No. 3 | 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, 2025 (the “Auditor Ratification Proposal”). The Board of Directors recommends a vote “FOR” this proposal. | ||
| These items of business are more fully described in the Proxy Statement accompanying this Notice. | |||
| In addition, the chairperson of the Annual Meeting will consider, and if appropriate, act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. | |||
| Who Can Vote | Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on the record date, which is August 25, 2025. Each share of Common Stock is entitled to one vote. | ||
| Date of Mailing | We intend to mail a Notice of Internet Availability of Proxy Materials on or about September 4, 2025. | ||
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON OCTOBER 15, 2025
In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to the majority of our stockholders, while other stockholders will instead receive paper copies of the documents accessible on the Internet. We will first send and/or make available this Proxy Statement and the form of proxy for our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about September 4, 2025. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy over the Internet. Submitting a proxy over the Internet or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination at our executive offices and during the Annual Meeting by following the instructions on the virtual platform.
You are cordially invited to attend the Annual Meeting virtually, via live webcast. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy or submit your proxy through the Internet, by mail as promptly as possible in order to ensure your representation at the Annual Meeting.
By Order of the Board of Directors
Meeshanthini Dogan
Chief Executive Officer
Chicago, Illinois
September 4, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Questions and Answers About These Proxy Materials and Voting | 2 |
| Proposal No. 1 – Election of Seven Director Nominees to Serve as Directors for the One Year Term Expiring at the 2026 Annual Meeting (the “Election of Directors Proposal”) | 10 |
| Proposal No. 2 – Approval of the Future Issuance of Shares of our Common Stock and/or Securities Convertible into or Exercisable for our Common Stock Equal to 20% or more of our Common Stock Outstanding in a Non-Public Transaction or Series of Non-Public Transactions as Required by and in Accordance with Nasdaq Marketplace Listing Rule 5635 (the “2025 Issuance Proposal”) | 21 |
| Proposal No. 3 – Ratification of the Appointment of Prager Metis CPA’s LLC as the Company’s Independent Registered Public Accounting Firm (the “Auditor Ratification Proposal”) | 24 |
| Executive Officers | 27 |
| Executive and Director Compensation | 28 |
| Equity Compensation Plan Information | 34 |
| Delinquent Section 16(A) Reports | 35 |
| Certain Transactions and Relationships | 35 |
| Security Ownership of Certain Beneficial Owners and Management | 36 |
| Solicitation of Proxies | 37 |
| Other Matters and Additional Information | 37 |
i
**PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 15, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.