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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):
September 24, 2025
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 Symbol(s) |
|
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 5.07. Submission
of Matters to a Vote of Security Holders.
On September 24, 2025,
Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2025 annual meeting of stockholders (the “2025
Annual Meeting”) at which the Company’s stockholders voted on the following two (2) proposals and cast their votes as described
below. These matters are described in detail in the definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with
the Securities and Exchage Commission on July 31, 2025 (the “Proxy Statement”). As of July 28, 2025, the record date of the
2025 Annual Meeting, there were 2,046,854 shares of Common Stock issued and outstanding and entitled to vote at the 2025 Annual Meeting.
Present in person or by proxy at the 2025 Annual Meeting were 1,284,746 shares of Common Stock, which constituted a quorum.
The final voting results
for each item of business voted upon at the 2025 Annual Meeting, as described in the Proxy Statement, is set forth below.
Proposal 1. Election
of Directors Proposal.
The following individual
was elected as a Class III director, to serve until the Company’s 2028 annual meeting of stockholders and until his successor has
been duly elected and qualified with the following votes:
| Name of Director |
|
Votes For |
|
Withheld |
|
Broker Non-Votes |
| Steven Zelenkofske |
|
669,494 |
|
15,099 |
|
600,153 |
Proposal 2. Auditor
Ratification Proposal.
The stockholders ratified and approved the
appointment of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025 based on the votes listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,207,152 |
|
64,913 |
|
12,681 |
|
0 |
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: September 24, 2025 |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang X. Pham |
| |
Name: |
Quang X. Pham |
| |
Title: |
Chairman and Chief Executive Officer |
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