false
0001937993
0001937993
2026-05-28
2026-05-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 28, 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.
On May 28, 2026, Cadrenal Therapeutics, Inc. (the
“Company”) and Matthew K. Szot mutually agreed to his transition from the role of Chief Financial Officer, effective May 28,
2026. Effective immediately after Mr. Szot’s termination, the Company appointed Quang X. Pham, its Chief Executive Officer, as interim
Chief Financial Officer and interim Principal Accounting Officer, to serve until a permanent Chief Financial Officer is appointed. Mr.
Pham’s biography is below. The Company is in the process of conducting a search for Mr. Szot’s replacement.
On June 3, 2026, the Company entered into a
separation and release agreement (the “Severance Agreement”) with Mr. Szot. Pursuant to the Severance Agreement, Mr.
Szot will receive (i) as severance, the gross amount of Three Hundred Sixty-Five Thousand Eight Hundred Six ($365,806.00) Dollars
(the “Severance Payment”), to be paid in four equal payments of $91,451.50 on each of the day following expiration of
the Revocation Period (defined below), July 3, 2026, August 3, 2026 and September 3, 2026, less standard deductions and
withholdings, (ii) his annual target cash bonus for fiscal 2026 in the amount of Two Hundred Thirty-Seven Thousand Nine Hundred
Three Dollars ($237,903.00), less standard deductions and withholdings, to be paid in two equal payments of $118,951.50 on each of
the day following expiration of the Revocation Period and July 3, 2026, and (iii) accelerated vesting of all outstanding stock
options issued to him, which shall remain exercisable until their original expiration date. Within seven days of Mr. Szot’s
execution of the Severance Agreement, he may revoke the terms thereof. Therefore, the Severance Agreement shall not be effective or
enforceable until the seven-day revocation period (the “Revocation Period”) has expired. The Severance Agreement
contains a general release of all claims against the Company and its current and former officers, directors, employees, and agents,
and a non-disparagement clause relating to the Company or any released party.
The foregoing description of the Severance Agreement
does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Severance Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Quang X. Pham, age 61, has served as the
Company’s Chief Executive Officer since he formed the Company. He previously served as Chief Executive Officer, Chairman of the
Board of Directors, and co-founder of Espero BioPharma, Inc. (“Espero”), the previous sponsor of the tecarfarin IND,
since its formation in March 2015 until July 2020, at which time a petition for assignment for the benefit of creditors was
filed in the Delaware Chancery Court, seeking an assignment of Espero’s assets. He then served as a consultant to HESP LLC, the
assignee of Espero, from July 2020 until December 2021. From February 2012 to August 2015, Mr. Pham was a partner
with D+R LATHIAN, LLC, a life sciences multichannel marketing agency. Prior to joining D+R LATHIAN, he founded and served as Chairman
and Chief Executive Officer of Lathian Systems, Inc., a digital and database marketing company serving the pharmaceutical industry from
2000 until 2003 and from 2008 until 2012, when the company was acquired by D&R Communications, LLC in February 2012. He has a
Bachelor of Arts in Economics from UCLA and served as a U.S. Marine Corps Officer.
There are no family relationships between Mr. Pham
and any of the Company’s directors or executive officers. In addition, except as set forth above, Mr. Pham is not a party to any
transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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 |
|
Severance and Release Letter Agreement, dated June 3, 2026, between Cadrenal Therapeutics, Inc. and Matthew Szot |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within in 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: June 3, 2026 |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang X. Pham |
| |
Name: |
Quang X. Pham |
| |
Title: |
Chairman and Chief Executive Officer |
2
