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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) |
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 |