Proxy Results Form 8 K

On November 15, 2024 Cardio Diagnostics Holdings, Inc., a Delaware corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). Of the Company's 25,905,656 shares of common stock issued and outstanding and eligible to vote as of the record date of September 24, 2024, a total of 14,116,148 shares, or approximately 55.51% 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 4, 2024. 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:

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.

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")