Cardio Diagnostics Holdings, Inc. (CDIO) Earnings Call Transcript & Summary

Good morning, everyone. This is the Annual Meeting of Stockholders of Cardio Diagnostics Holdings, Inc. I am Meesha Dogan, Chief Executive Officer of the company; and I will be acting as the Chairman of this meeting. It is now 11:04 a.m. Central Time, and the meeting will please come to order. First, I would like to thank all the stockholders who are in attendance at this annual meeting. You are all participating virtually, and we truly appreciate your continued support of Cardio Diagnostics. We hope that by hosting our annual meeting virtually, we can increase access and participation. We will begin today's meeting with the formal agenda. I would now like to introduce the directors and members of senior management of Cardio Diagnostics who are at the meeting today. Directors: Meesha Dogan, Ph.D, Warren Hosseinion, MD; Management: Meesha Dogan, Chief Executive Officer; Elisa Luqman, Chief Financial Officer. Also joining us today is P. Rupert Russell of [indiscernible], LLP, our outside Corporate Counsel. We will now proceed with the formal business of the annual meeting. Elisa Luqman will act as Secretary of the meeting. The agenda items for this meeting: one, determining the presence of a quorum; two, electing the following nominees as directors of the company, Meesha Dogan, Ph.D, Robert Philibert, MD, Ph.D, Paul F. Burton, JD MBA, Warren Hosseinion, MD, James Intrater, Wendy J. Betts, and Peter K. Fung, MD, the election of Directors proposal; three, approving the issuance of shares of the company's common stock and/or securities convertible into or exercisable for the company's common stock equal to 20% or more of the company's common stock outstanding before the issuance in on e or more nonpublic transactions, as required by and in accordance with NASDAQ Marketplace listing rule 5635(d), the issuance proposal; and four, ratifying the appointment of Prager Metis CPA, LLC as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2026, the auditor ratification proposal. Stockholders may submit questions during this meeting in the space provided on the virtual annual meeting screen. Questions from stockholders should pertain to the proposals being considered at this meeting or about the company's business. The first order of business is to determine the presence of a quorum. Pursuant to action of the Board of Directors, only holders of record of the shares of common stock of the company at the close of business on July 31, 2026, are entitled to vote at this meeting.

Madam Chairman, I wish to report that I have examined the list of stockholders of common stock entitled to vote at this meeting and have determined that the number of shares of common stock outstanding at the record date, July 31, 2026, and entitled to vote is 2,959,469 shares. I am advised by the inspector of elections that the number of shares of common stock represented at this meeting in and participating virtually or by proxy is not less than 1,479,735 shares and a quorum is therefore constituted. Accordingly, the meeting is legally convened.

On the basis of the report of the secretary, a quorum is in attendance. Michael Blackstone of Continental Stock Transfer & Trust Company has been appointed as Inspector of Election and has sworn to the oath of inspector of election. The next order of business is the election of each of the following director nominees to serve as a Director of the company for a term of 1 year expiring at the 2027 Annual Meeting of the Stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation or removal: Meeshanthini V. Dogan, Ph.D., Robert Philibert, MD, Ph.D, Paul F. Burton, JD, MBA, Warren Hosseinion, MD, James Intrater, Wendy J. Betts and Peter K. Fung, MD. The Secretary will now present the resolution approving the election of each of the director nominees listed above to serve as a Director of the company for a term of 1 year expiring at the 2027 Annual Meeting of the Stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation or removal.

Resolved that each of the following director nominees is hereby elected as a Director of the company to serve for a term of 1 year expiring at the 2027 Annual Meeting of the stockholders or until his or her successor is duly appointed or elected and qualified or until his or her early death, resignation or removal. Meeshanthini V. Dogan, Ph.D., Robert Philibert, MD, Ph.D, Paul F. Burton, JD, MBA; Warren Hosseinion, MD, James Intrater, Wendy J. Betts and Peter K. Fung, MD.

Will someone move for adoption of the resolution?

Warren Hosseinion, I so move.

Elisa Luqman, I second the motion.

The next order of business is the approval of the issuance of shares of the company's common stock and/or securities convertible into or exercisable for the company's common stock equal to 20% or more of the company's common stock outstanding before the issuance in 1 or more nonpublic transactions as required by and in accordance with NASDAQ Marketplace Listing Rule 5635(d). The secretary will now present a resolution approving the adoption of the issuance proposal by stockholders.

Resolved that the company is authorized to issue shares of its common stock and/or securities convertible into or exercisable for its common stock equal to 20% or more of its common stock outstanding before the issuance in 1 or more public nonpublic transactions as required by and in accordance with NASDAQ Marketplace Listing Rule 5635(d) subject to the following limitations: The aggregate number of shares of common stock or common stock issuable upon conversion or exercise of the securities showed shall not exceed 5 million shares, subject to adjustment for stock splits, reverse stock split, stock dividends and similar transactions affected prior to the offerings. The maximum aggregate dollar amount shall not exceed $10 million, including both the original offering as well as any additional proceeds that might be raised upon exercise of any warrants that might be included in any such financing transactions. The maximum discount to market shall not exceed 25%. And no securities that would be sold in accordance with this resolution shall be issued more than 3 months after the date of the 2026 Annual Meeting, provided that in the course of trying to complete such proposed offering, if it appears that the company will be unable to complete such offering within such a 3-month period, the company may seek approval from NASDAQ for additional time up to a total of 6 months from the date of the 2026 Annual Meeting.

Will someone move for adoption of the resolution?

Warren Hosseinion, I so move.

Elisa Luqman, I second the motion.

The next order of business is the ratification of the appointment of Prager Metis CPA, LLC as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2026. The secretary will now present a resolution approving the auditor ratification proposal.

Resolved that the appointment by the company's Board of Directors of Prager Metis CPA, LLC as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2026, is hereby ratified and approved.

Will someone move for adoption of the resolution?