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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
June 30, 2026
Cadrenal Therapeutics, Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-41596 |
|
88-0860746 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
822 A1A North, Suite 306
Ponte Vedra, Florida 32082
(Address of principal executive offices and zip
code)
(904) 300-0701
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
CVKD |
|
The
Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On June 30, 2026, Cadrenal Therapeutics, Inc., a Delaware corporation
(the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional
investor (the “Investor”), pursuant to which the Company sold and issued, in a private placement
priced at-the-market under Nasdaq rules: (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 960,000
shares (the “Pre-Funded Warrant Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”);
(ii) series C-1 warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 960,000 shares of Common Stock (the
“Series C-1 Warrant Shares”); and (iii) series C-2 warrants (the “Series C-2 Warrants” and, together with the
Series C-1 Warrants, the “Common Warrants”) to purchase up to an aggregate of 960,000 shares of Common Stock (the “Series
C-2 Warrant Shares” and, together with the Pre-Funded Warrant Shares and the Series C-1 Warrant Shares, the “Warrant Shares”),
at a combined purchase price of $3.1249 per Pre-Funded Warrant and accompanying Common Warrants (collectively, the “Private Placement”).
The Company received gross proceeds
from the Private Placement of approximately $3.0 million. The Private Placement closed on July 1, 2026 (the “Closing
Date”), upon the satisfaction of customary closing conditions, at which time the Pre-Funded Warrants and Common Warrants were delivered to the Investor. The Company intends to use the net proceeds from the Private
Placement for working capital purposes.
Each Pre-Funded Warrant has an exercise price
equal to $0.0001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire until
exercised in full. Each Common Warrant has an exercise price equal to $3.00 per share. The additional terms of the Pre-Funded Warrants
and Common Warrants are described below.
In connection with the Private Placement, each
of the Company’s directors and officers entered into Lock-Up Agreements, pursuant to which the parties agreed to be subject to a
lock-up for a period of 60 days following the Effective Date (as defined below), subject to certain exceptions. In addition, pursuant
to the Purchase Agreement and subject to certain exceptions, the Company agreed not to, until 60 days from the Effective Date, (i) issue,
enter into any agreement to issue or announce any issuance of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement),
or (ii) file any new registration statement or any amendment or supplement thereto, subject to limited exceptions. The Company also
agreed not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement) for a period of one year following the Effective
Date; provided however that 60 days after the Effective Date, the Company may enter into and effect sales pursuant to an at-the-market
facility with H.C. Wainwright & Co., LLC (the “Wainwright”).
The term “Effective Date” is defined
in the Purchase Agreement to be the earliest of the date that (a) the initial registration statement registering for resale all Pre-Funded
Warrant Shares and Series C-2 Warrant Shares has been declared effective by the Securities and Exchange Commission (the “SEC”),
(b) all of the Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the
Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions,
(c) following the one year anniversary of the Closing Date, provided that a holder of Warrant Shares is not an affiliate of the Company,
or (d) all of the Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act of
1933, as amended (the “Securities Act”), without volume or manner-of-sale restrictions.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities
arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Purchase Agreement were made only for the purpose of such agreement and as of the specific dates, were solely for the
benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Registration Rights
Agreement
In connection with the
Private Placement, the Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with
the Investor, dated June 30, 2026, pursuant to which the Company agreed to register for resale the Warrant Shares held by the Investor
(the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to file a registration statement
covering the resale of the Registerable Securities by the Investor within 15 days following the date of the Registration Rights Agreement
(the “Filing Deadline”). The Company has agreed to use reasonable efforts to cause such registration statement to become effective
(the “Effectiveness Deadline”) as soon as practicable (but no later than the 45th calendar day following the date of the Registration
Rights Agreement or, in the event of a full review of the registration statement by the SEC, the 75th calendar day following the date
of the Registration Rights Agreement) and to keep such registration statement effective until the date that all of the Registerable Securities
covered by the registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed
to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.
In the event (i) the initial registration statement has not been
filed by the Filing Deadline, including filing the registration statement without affording the Investor the opportunity to review and
comment thereon or the Company subsequently withdraws the filing of the registration statement, (ii) the Company fails to file with the
SEC a request for acceleration of a registration statement within five (5) trading days of the date that the Company is notified by the
SEC that such registration statement will not be “reviewed” or will not be subject to further review, (iii) prior to the effective
date of a registration statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made
by the SEC in respect of such registration statement within twenty (20) calendar days after the receipt of comments by or notice from
the SEC that such amendment is required in order for such registration statement to be declared effective, (iv) the registration statement
registering for resale the Pre-Funded Warrant Shares and the Series C-2 Warrant Shares has not been declared effective prior to Effectiveness
Deadline, or (v) after the registration statement has been declared effective by the SEC, sales cannot be made pursuant to the registration
statement for any reason including by reason of a stop order or the Company’s failure to update such registration statement, subject
to certain limited exceptions, then the Company has agreed to make pro rata payments to the Investor as liquidated damages in an amount
equal to 1% of the aggregate amount invested by the Investor in the Registrable Securities per 30-day period or pro rata for
any portion thereof for each such month during which such event continues, subject to an aggregate maximum cap of 6%.
The Company has granted
the Investor customary indemnification rights in connection with the registration statement. The Investor has also granted the Company
customary indemnification rights in connection with the registration statement.
Terms of the Warrants
The Series C-1 Warrants have an exercise price of $3.00 per share,
are exercisable beginning on the effective date of stockholder approval of the issuance of the Series C-1 Warrant Shares issuable
upon exercise of the Series C-1 Warrants (the “Stockholder Approval Date”) and will expire five years after the later of (i)
the Stockholder Approval Date and (ii) the effective date of a resale registration statement registering for resale all of the Series
C-1 Warrant Shares. The Series C-2 Warrants have an exercise price of $3.00 per share, are exercisable immediately upon issuance,
and will expire twenty-four months after the Effective Date.
The Pre-Funded Warrants may be exercised on a
cashless basis at any time. The Common Warrants may only be exercised on a cashless basis if there is no registration statement registering,
or the prospectus contained therein is not available for, the issuance or resale of the shares of Common Stock issuable upon exercise
of the Common Warrant being exercised. The Company is prohibited from effecting an exercise of any Pre-Funded Warrants or Common Warrants
to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates
exceeding 9.99% or 4.99%, respectively, of the total number of shares of Common Stock outstanding immediately after giving effect to the
exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.
Pursuant to the terms of the Common Warrants,
in the event of a Fundamental Transaction (as such term is defined in the Common Warrants), the successor entity will succeed to, and
be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations
under the Common Warrants with the same effect as if such successor entity had been named in the Common Warrant itself. If holders of
Common Stock are given a choice as to the securities, cash or property to be received in a Fundamental Transaction, then a holder of the
Common Warrants will be given the same choice as to the consideration it receives upon any exercise of the Common Warrants following such
Fundamental Transaction. Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the Common Warrants
will have the right to require the Company or a successor entity to purchase the Common Warrant for cash in the amount of the Black Scholes
Value (as defined in the Common Warrant) of the unexercised portion of the Common Warrants concurrently with or within 30 days following
the consummation of a Fundamental Transaction. However, in the event of a Fundamental Transaction which is not in the Company’s
control, including a Fundamental Transaction not approved by the Company’s board of directors, the holders of the Common Warrants
will only be entitled to receive from the Company or its successor entity, as of the date of consummation of such Fundamental Transaction,
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Common
Warrant that is being offered and paid to the holders of Common Stock in connection with the Fundamental Transaction, whether that consideration
is in the form of cash, stock or any combination of cash and stock, or whether the holders of Common Stock are given the choice to receive
alternative forms of consideration in connection with the Fundamental Transaction.
Pursuant to the terms of the Pre-Funded Warrants,
in the event of a Fundamental Transaction (as such term is defined in the Pre-Funded Warrants), the successor entity will succeed to,
and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations
under the Pre-Funded Warrants with the same effect as if such successor entity had been named in the Pre-Funded Warrant itself. If holders
of Common Stock are given a choice as to the securities, cash or property to be received in a Fundamental Transaction, then a holder of
the Pre-Funded Warrants will be given the same choice as to the consideration it receives upon any exercise of the Pre-Funded Warrants
following such Fundamental Transaction.
Placement Agent Compensation
The Company entered into an engagement
agreement with Wainwright, dated August 14, 2025, pursuant to which Wainwright agreed to act as the exclusive placement agent for
the Company, on a reasonable best-efforts basis, in connection with the Private Placement. The Company agreed to pay Wainwright: (i)
an aggregate placement agent cash fee equal to 7.0% of the gross proceeds of the Private Placement: (ii) a management fee of 1.0% of
the gross proceeds of the Private Placement; (iii) $25,000 for non-accountable expenses; and (iv) up to $50,000 for legal expenses
and other out-of-pocket expenses. In addition, on the Closing Date the Company delivered to designees of Wainwright warrants (the
“Placement Agent Warrants”) to purchase up to 62,400 shares of Common Stock (the “Placement Agent Warrant
Shares”), which number of shares is equal to 6.5% of the aggregate number of Pre-Funded Warrant Shares sold in the Private
Placement. The Placement Agent Warrants have substantially the same terms as the Series C-1 Warrants issued in the Private
Placement, except that they are immediately exercisable for term of five years from the Effective Date, and have an exercise
price equal to 125% of the Private Placement price per share, or $3.9063 per share.
The foregoing descriptions of the Purchase Agreement,
the Pre-Funded Warrants, the Series C-1 Warrants, the Series C-2 Warrants, the Placement Agent Warrants, the Registration Rights Agreement
do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits
10.1, 4.1, 4.2, 4.3, 4.4 and 10.2 hereto, respectively, and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 related
to the issuance of the Pre-Funded Warrants, the Common Warrants, the Placement Agent Warrants, the Pre-Funded Warrant Shares, the Common
Warrant Shares and the Placement Agent Warrant Shares is hereby incorporated by reference into this Item 3.02. The Pre-Funded Warrants,
the Common Warrants and the Placement Agent Warrants were, and (ii) the Pre-Funded Warrant Shares, the Common Warrant Shares
and the Placement Agent Warrant Shares will be, offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2)
under the Securities Act and/or Regulation D promulgated thereunder. The Company relied on these exemptions based, in part, on representations
made by the Investor in the Purchase Agreement, including that Investor is an “accredited investor” within the meaning of Rule
501(a) of Regulation D, and that Investor was acquiring the securities for investment purposes only and not with a view to any resale,
distribution or other disposition of the securities in violation of the U.S. federal securities laws. The securities will not be registered
under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the
SEC or an applicable exemption from the registration requirements. Private Placement
Neither this Current Report on Form 8-K nor any
exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 8.01. Other Events.
On June 30, 2026, the Company issued a press release
announcing the pricing of the Private Placement described above. The press release issued in connection with this announcement is attached
as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series C-1 Warrant |
| 4.3 |
|
Form of Series C-2 Warrant |
| 4.4 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 30, 2026, by and between Cadrenal Therapeutics, Inc. and the purchaser named therein |
| 10.2 |
|
Form of Registration Rights Agreement, dated June 30, 2026, by and between Cadrenal Therapeutics, Inc. and the purchaser named therein |
| 99.1 |
|
Pricing Press Release of Cadrenal Therapeutics, Inc., dated June 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: July 1, 2026 |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang X. Pham |
| |
Name: |
Quang X. Pham |
| |
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Cadrenal Therapeutics Announces up to $8.8 Million
Private Placement Priced At-The-Market Under Nasdaq Rules
$3 million upfront with up to approximately
$5.8 million of potential additional gross proceeds upon the exercise in full of warrants
Net proceeds anticipated to extend cash runway
into first quarter of 2027; if warrants are exercised in full for cash, it is anticipated that the cash runway would extend into second
half of 2027 to advance partnering opportunities for tecarfarin in Kawasaki Disease (potential rare pediatric disease designation) and
CAD-1005 in CSA-AKI and HIT
PONTE VEDRA, Fla., June
30, 2026 — Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) (the “Company”), a biopharmaceutical company advancing late-stage
novel therapies for life-threatening immune and thrombotic conditions, today announced that it has entered into a definitive agreement
with a single healthcare-focused institutional investor for the issuance and sale of 960,000 shares of its common stock (or pre-funded
warrants in lieu thereof), series C-1 warrants to purchase up to an aggregate of 960,000 shares of common stock and series C-2 warrants
to purchase up to an aggregate of 960,000 shares of common stock, at a combined purchase price of $3.125 per share (or pre-funded warrant
in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules.
H.C. Wainwright &
Co. is acting as the exclusive placement agent for the offering.
The series C-1 warrants
will have an exercise price of $3.00 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance
of the shares of common stock issuable upon exercise of the series C-1 warrants (the “Stockholder Approval Date”) and will
expire five years after the later of (i) the Stockholder Approval Date and (ii) the effective date of a resale registration statement
registering for resale all of the shares of common stock underlying the series C-1 warrants. The series C-2 warrants will have an exercise
price of $3.00 per share, will be exercisable immediately upon issuance, and will expire twenty-four months after the effective date of
a resale registration statement registering for resale all of the shares of common stock and the shares of common stock underlying the
series C-2 warrants.
The aggregate gross proceeds
to the Company from the offering are expected to be $3 million, before deducting placement agent fees and other offering expenses. The
potential additional gross proceeds to the Company from the series C-1 warrants and the series C-2 warrants, if fully exercised on a cash
basis, will be approximately $5.8 million. No assurance can be given that any of the warrants will be exercised, or that the Company will
receive cash proceeds from the exercise of the warrants. The offering is expected to close on or about July 1, 2026, subject to the satisfaction
of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital purposes.
The securities described above were offered in
a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated
thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the
Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration
with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. Pursuant
to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale
of the unregistered securities to be issued in the offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Cadrenal Therapeutics, Inc.
Cadrenal
Therapeutics, Inc. is a late-stage biopharmaceutical company advancing novel therapies for life-threatening immune and thrombotic conditions.
Its lead program, CAD-1005, is being investigated as a first-in-class 12-LOX inhibitor for heparin-induced thrombocytopenia (HIT), a deadly
immune-mediated thrombotic disorder, and Cardiac Surgery-Associated Acute Kidney Injury (CSA-AKI). CAD-1005 has received Orphan Drug and
Fast Track designations from the U.S. Food and Drug Administration and orphan drug status from the European Medicines Agency. Second-generation
12-LOX oral therapeutics are also in development for chronic indications.
The Company’s
broader pipeline includes tecarfarin, a late-stage oral vitamin K antagonist designed to prevent heart attacks, strokes, and deaths from
blood clots in patients requiring chronic anticoagulation, including those with end-stage kidney disease, those with left ventricular
assist devices, and potentially, those with Kawasaki disease (KD), an acute self-limited febrile illness that primarily affects children
<5 years old, and the leading cause of acquired heart disease in developed countries.
Safe Harbor
Any statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potentially,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These statements include, without limitation, statements regarding the closing of the offering, the satisfaction
of customary closing conditions related to the offering, the expected gross proceeds from the offering, the Company seeking stockholder
approval, receipt of stockholder approval, the filing of one or more registration statements with the SEC covering the resale of
the unregistered securities to be issued in the offering, the intended use of net proceeds from
the offering, the potential exercise of the warrants for cash prior to their expiration and the Company’s receipt of potential proceeds
therefrom, net proceeds anticipated to extend the Company’s cash runway into first quarter of 2027; and the Company’s cash
runway anticipated to be extended into second half of 2027 to advance partnering opportunities for tecarfarin in Kawasaki Disease (potential
rare pediatric disease designation) and CAD-1005 in CSA-AKI and HIT.
Actual results
may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the
ability to close the offering, the ability of the Company to obtain stockholder approval, the ability of the Company to advance partnering
opportunities for tecarfarin in Kawasaki Disease (potential rare pediatric disease designation) and CAD-1005 in CSA-AKI and HIT; the ability
to raise sufficient capital to continue progress of its product candidates; the ability to derive the results needed for an NDA submission;
and the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s
subsequent filings with the Securities and Exchange Commission, including subsequent periodic reports on Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. Any forward-looking statements contained in this press release speak only as of the date hereof and,
except as required by federal securities laws, the Company specifically disclaims any obligation to update any forward-looking statement,
whether as a result of new information, future events, or otherwise.
For more
information, visit https://www.cadrenal.com/ and connect with the Company on LinkedIn.
For more
information, please contact:
Lytham Partners, LLC, Robert
Blum, Managing Partner, 602-889-9700, CVKD@lythampartners.com
