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Cadrenal Therapeutics (NASDAQ: CVKD) names interim CFO and realigns board classes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cadrenal Therapeutics, Inc. appointed John P. Sharp as Interim Chief Financial Officer, replacing Quang X. Pham in that role while he remains Chairman and CEO. Sharp will serve through consulting firm Lohman & Associates under a Master Services Agreement and a new Statement of Work. Lohman will bill $455/hour for up to 24 hours per week of Sharp’s services. Separately, director Steven Zelenkofske resigned effective June 30, 2026, and the Board realigned its classified structure by moving director Glynn Wilson to the Class III seat, reappointing him to the Audit and Nominating and Corporate Governance Committees and adding him to the Compensation Committee. Non-employee directors receive an annual cash fee of $35,000 for Board service in 2026, plus equity awards.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Interim CFO hourly rate $455/hour Flat rate for John Sharp’s services under SOW5
Weekly hours cap 24 hours per week Maximum billed Interim CFO hours before extra approval
Director annual cash fee $35,000 Non-employee director Board fee for fiscal year 2026
Effective date interim CFO appointment June 25, 2026 John Sharp begins serving as Interim CFO
Director resignation effective date June 30, 2026 Effective date of Steven Zelenkofske’s resignation
Board class term end 2028 annual meeting End of term for Dr. Wilson as Class III director
Interim Chief Financial Officer financial
"appointed John P. Sharp as Interim Chief Financial Officer of the Company"
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
Master Services Agreement financial
"subject to the provisions of a Master Services Agreement, dated August 21, 2024"
A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.
Statement of Work financial
"Scope of Work Number Five (“SOW5”), which sets forth the services to be provided"
A statement of work (SOW) is a written agreement that spells out what work will be done, who will do it, when it will be finished, how success is measured, and how payment will be handled. Think of it as a detailed recipe and timeline for a project that both sides sign off on. For investors, an SOW matters because it creates predictable revenue and obligations, clarifies milestones and risks, and helps assess whether a company can deliver on contracts and meet financial forecasts.
Class III member of the Board financial
"On June 28, 2026, Steven Zelenkofske, a Class III member of the Board"
Audit Committee financial
"the Board reappointed Dr. Wilson to the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Nominating and Corporate Governance Committee financial
"and the Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
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FAQ

What leadership change did Cadrenal Therapeutics (CVKD) disclose in this 8-K?

Cadrenal Therapeutics appointed John P. Sharp as Interim Chief Financial Officer, replacing Quang X. Pham in that role. Sharp serves through consulting firm Lohman & Associates under an existing Master Services Agreement and a new Statement of Work effective June 25, 2026.

How is Cadrenal Therapeutics (CVKD) compensating its interim CFO?

Cadrenal will pay Lohman & Associates $455 per hour for up to 24 hours per week of John Sharp’s services as Interim CFO. Any additional hours, out-of-scope work, travel, or rate changes require written approval from both Cadrenal and Lohman & Associates.

Which Cadrenal Therapeutics (CVKD) director resigned and when is it effective?

Director Steven Zelenkofske, a Class III board member, notified Cadrenal of his resignation effective June 30, 2026. The company states his resignation was not due to any disagreement regarding operations, policies, or practices, indicating an orderly, non-dispute-related board change.

How did Cadrenal Therapeutics (CVKD) realign its classified board structure?

To keep its three board classes as equal in size as practicable, Cadrenal moved Dr. Glynn Wilson from Class I to Class III on June 29, 2026. He will serve until the 2028 annual meeting or until a successor is elected and qualified, or earlier departure.

What committee roles does Dr. Glynn Wilson hold at Cadrenal Therapeutics (CVKD)?

Following the board realignment, Dr. Glynn Wilson was reappointed to the Audit Committee and the Nominating and Corporate Governance Committee and newly appointed to the Compensation Committee. These assignments position him across Cadrenal’s key oversight, governance, and executive compensation functions.

What compensation do Cadrenal Therapeutics (CVKD) non-employee directors receive in 2026?

For the fiscal year ending December 31, 2026, Cadrenal’s non-employee directors receive an annual fee of $35,000 for Board service. They are also eligible for equity awards from time to time, aligning a portion of their compensation with shareholder interests.
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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 25, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of CFO

 

On June 25, 2026, the Board of Directors (the “Board”) of Cadrenal Therapeutics, Inc. (the “Company”) appointed John P. Sharp as Interim Chief Financial Officer of the Company. In connection with the appointment, Quang X. Pham ceased to serve as the Company’s Interim Chief Financial Officer. Mr. Sharp’s biography is below. The Company is conducting a search for a permanent Chief Financial Officer.

 

Mr. Sharp, age 61, is a seasoned finance executive with more than 30 years of experience in financial and business planning and currently serves as a Senior Director at Lohman & Associates. He has served as Chief Financial Officer for several biopharmaceutical companies since April 2007. He has been Chief Financial Officer of Skye Bioscience, Inc. since March 31, 2026. From December 2022 to October 2025, he served as Chief Financial Officer of SaNOtize Research and Development Corp. Prior to this, he served as Chief Financial Officer of PhaseBio Pharmaceuticals, Inc. from April 2016 to November 11, 2022; of HUYA Bioscience International, LLC, from March 2014 to December 2015; and of Nasdaq-listed Ligand Pharmaceuticals from April 2007 to March 2014. He is also a former auditor with PricewaterhouseCoopers LLP. Mr. Sharp received a BS in business administration with an emphasis in accounting from San Diego State University and is a certified public accountant (inactive) in California.

 

Effective June 25, 2026, in connection with the appointment of Mr. Sharp, the Company entered into Scope of Work Number Five (“SOW5”), which sets forth the services to be provided by Mr. Sharp as the Company’s Interim Chief Financial Officer. The SOW5 is subject to the provisions of a Master Services Agreement, dated August 21, 2024 (the “Master Services Agreement”), between the Company and Lohman & Associates, Inc. (“L&A”), pursuant to which L&A agreed to provide accounting, business strategy and consulting, fractional chief financial officer services, and human resources consulting services to the Company, as more specifically set forth in one or more Statements of Work (“SOWs”) issued under the Master Services Agreement and signed by the Company and L&A, including SOW5. Pursuant to the Master Services Agreement and SOW5, L&A will bill the Company at a flat rate of $455/hour for up to 24 hours per week of Mr. Sharp’s services as the Company’s Interim Chief Financial Officer. Any services above 24 hours in a week, any out-of-scope services, any travel or lodging expenses, any technology or administrative surcharges, and any changes to the hourly rates set forth therein must be approved in writing by the parties.

 

Except as set forth above, there are no arrangements or understandings between Mr. Sharp and any other person that resulted in Mr. Sharp's appointment as Chief Financial Officer of the Company. Mr. Sharp has no family relationships that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related-party transactions between the Company and Mr. Sharp that would require disclosure under Item 404 of Regulation S-K.

 

The foregoing descriptions of the MSA and the Statement of Work are not intended to be complete and are subject to and qualified in their entirety by reference to the full text of the MSA and the Statement of Work, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

Resignation of Steven Zelenkofske

 

On June 28, 2026, Steven Zelenkofske, a Class III member of the Board, notified the Company of his resignation from the Board, effective June 30, 2026. Mr. Zelenkofske’s resignation was not the result of any disagreement with the Company regarding any matter relating to the Company’s operations, policies, or practices.

 

Realignment of Classes of the Board of Directors

 

In connection with Dr. Zelenkofske’s resignation, the Board approved a process to realign its members so that the Board would be divided into three classes as nearly equal in size as practicable. Accordingly, on June 29, 2026, Dr. Glynn Wilson resigned as a Class I director. The Board appointed him as a Class III director, effective immediately, to serve until the Corporation’s 2028 annual meeting of stockholders, or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. In addition, the Board reappointed Dr. Wilson to the Audit Committee and the Nominating and Corporate Governance Committee. Dr. Wilson was also appointed to the Compensation Committee. Dr. Wilson will continue to receive the standard compensation available to the Company’s non-employee directors, which, for the fiscal year ending December 31, 2026, is an annual fee of $35,000 for serving on the Board, as well as equity awards from time to time.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are furnished with this Current Report on Form 8-K:

 

Exhibit
Number
  Exhibit Description
10.1   Master Services Agreement, dated August 21, 2024, between the Company and Lohman & Associates, Inc.
10.2   Statement of Work Number Five, effective as of June 25, 2026, pursuant to Master Services Agreement
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

 

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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: June 29, 2026 CADRENAL THERAPEUTICS, INC.
   
  By: /s/ Quang X. Pham
  Name: Quang X. Pham
  Title: Chairman and Chief Executive Officer

 

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Filing Exhibits & Attachments

5 documents