STOCK TITAN

Cadrenal Therapeutics (NASDAQ: CVKD) outlines CMO Ferguson's exit deal

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cadrenal Therapeutics, Inc. entered into a confidential separation agreement and general release with Chief Medical Officer Dr. James J. Ferguson III, following his previously reported resignation effective July 31, 2026.

Dr. Ferguson will receive salary through the Separation Date, reimbursement of approved unreimbursed business expenses, and company payment of COBRA medical premiums for up to six (6) months after the Separation Date for himself and eligible dependents, subject to ongoing COBRA eligibility and loss of benefits if he becomes eligible for new employer coverage. The agreement includes a broad release of claims and a non-disparagement clause and becomes effective only after two separate seven-day revocation periods, one after he signs the agreement and another after he signs a second release on the Separation Date.

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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.
Separation Date July 31, 2026 Effective date of Chief Medical Officer's resignation
COBRA Premium Period six (6) months Duration of company-paid COBRA premiums after the Separation Date
Revocation periods seven (7) days each Length of each revocation period for the agreement and second release
Confidential Separation Agreement and General Release regulatory
"entered into a confidential separation agreement and general release"
COBRA regulatory
"continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act COBRA"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
non-disparagement clause regulatory
"and a non-disparagement clause relating to the Company or any released party"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive change did Cadrenal Therapeutics (CVKD) disclose?

Cadrenal Therapeutics disclosed that its Chief Medical Officer, Dr. James J. Ferguson III, is resigning. His separation is governed by a confidential separation agreement and general release outlining compensation, benefits, release of claims, and non-disparagement obligations.

When is CMO James J. Ferguson III leaving Cadrenal Therapeutics (CVKD)?

Dr. James J. Ferguson III will leave Cadrenal Therapeutics effective July 31, 2026, designated as the Separation Date. Until then, he continues to receive his current salary, with other severance-related benefits tied to that date and subsequent revocation periods.

What benefits does Dr. Ferguson receive under the Cadrenal Therapeutics (CVKD) separation agreement?

Under the agreement, Dr. Ferguson receives salary through July 31, 2026, payment of approved unreimbursed business expenses, and company-paid COBRA health insurance premiums for up to six months after the Separation Date, subject to COBRA eligibility and loss of benefits if he gains new employer coverage.

How long will Cadrenal Therapeutics (CVKD) pay COBRA premiums for Dr. Ferguson?

Cadrenal Therapeutics will pay 100% of Dr. Ferguson’s COBRA premiums for up to six (6) months after the Separation Date. This COBRA Premium Period ends earlier if he becomes eligible for group health coverage through a new employer or loses COBRA eligibility.

Does the Cadrenal Therapeutics (CVKD) separation agreement include revocation periods?

Yes. The separation agreement includes two seven-day revocation periods. Dr. Ferguson may revoke within seven days after signing the agreement and again after signing a second release on the Separation Date, and the agreement is effective only after those periods expire unrevoked.
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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): July 14, 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 July 14, 2026, Cadrenal Therapeutics, Inc. (the “Company”) entered into a confidential separation agreement and general release (the “Separation Agreement”), dated as of July 9, 2026, with James J. Ferguson III, the Company’s Chief Medical Officer. As previously reported, on July 7, 2026, Dr. Ferguson advised the Board of Directors of the Company of his decision to resign from his position as Chief Medical Officer of the Company, effective July 31, 2026 (the “Separation Date”). The Company continues to conduct a search for Dr. Ferguson’s replacement.

 

Pursuant to the Separation Agreement, Dr. Ferguson will receive (i) payment of his current salary through the Separation Date; (ii) if Dr. Ferguson chooses to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), payment by the Company of one hundred percent (100%) of his COBRA premiums to continue such coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) through the period starting on the Separation Date and ending six (6) months after the Separation Date (the “COBRA Premium Period”), provided, however, that the Company’s provision of the COBRA Premiums shall immediately cease if during the COBRA Premium Period Dr. Ferguson becomes eligible for group health insurance coverage through a new employer or he ceases to be eligible for COBRA continuation coverage for any reason; and (iii) approved, unreimbursed business expenses. Within seven days of Dr. Ferguson’s execution of the Separation Agreement, he may revoke the terms thereof. Therefore, the Separation Agreement shall not be effective or enforceable until the seven-day revocation period (the “Revocation Period”) has expired and the Company’s obligations to make the COBRA Premiums described above will not commence until a second release is executed on the Separation Date and not revoked during the second seven-day revocation period. The Separation 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 Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

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   Confidential Separation Agreement and General Release, dated as of July 9, 2026, by and between Cadrenal Therapeutics, Inc. and James J. Ferguson III
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

 

1

 

 

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 17, 2026 CADRENAL THERAPEUTICS, INC.
   
  By: /s/ Quang X. Pham
  Name: Quang X. Pham
  Title: Chairman and Chief Executive Officer

 

2

 

Filing Exhibits & Attachments

4 documents