Cadrenal Therapeutics (CVKD) outlines $8.84M Rule 506(b) warrant financing

Rhea-AI Filing Summary

Cadrenal Therapeutics, Inc., a Delaware biotechnology company based in Ponte Vedra, Florida, filed a new notice of an exempt private offering under Rule 506(b) of Regulation D. The offering involves options, warrants or similar rights and the securities issuable upon their exercise. The reported Total Amount Sold is $8,843,849, which the company explains reflects total gross proceeds to be received assuming cash exercise of all warrants issued in the private placement. The date of first sale is listed as 2026-06-30.

H.C. Wainwright & Co., LLC served as placement agent, receiving a 7.0% cash fee of $210,000, a 1.0% management fee of $30,000, non-accountable expenses of $25,000, accountable expenses of $50,000, and warrants to purchase 62,4000 shares of common stock. The company indicates no proceeds are specifically set aside for payments to named officers or directors, though working capital funded by the offering may indirectly cover salaries, including those of executive officers.

Key Figures

Total Amount Sold: $8,843,849 Placement agent cash fee: $210,000 Management fee: $30,000 +5 more

8 metrics

Total Amount Sold $8,843,849 Total gross proceeds to be received assuming cash exercise of all warrants issued in the private placement

Placement agent cash fee $210,000 7.0% cash fee paid to H.C. Wainwright & Co., LLC

Management fee $30,000 1.0% management fee paid to H.C. Wainwright & Co., LLC

Non-accountable expenses $25,000 Non-accountable expense allowance to placement agent

Accountable expenses $50,000 Accountable expenses reimbursed to placement agent

Placement agent warrants 62,4000 shares Warrants to purchase common stock granted to placement agent

Exemption relied upon Rule 506(b) Federal exemption under Regulation D claimed for the offering

Date of first sale 2026-06-30 Initial sale date for the exempt offering

Key Terms

Rule 506(b), Regulation D, placement agent, non-accountable expenses, +1 more

5 terms

Rule 506(b) regulatory

"The issuer is claiming a Regulation D exemption under Rule 506(b)."

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"Certifying that, if the issuer is claiming a Regulation D exemption for the offering..."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

placement agent financial

"The placement agent received a 7.0% cash fee of $210,000..."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

non-accountable expenses financial

"non-accountable expenses of $25,000, accountable expenses of $50,000..."

accountable expenses financial

"non-accountable expenses of $25,000, accountable expenses of $50,000..."

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Available on EDGAR 07/15/2026 - 05:00 PM Accepted by SEC EDGAR 07/15/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What type of securities is Cadrenal Therapeutics (CVKD) offering in this exempt transaction?

Cadrenal Therapeutics is offering options, warrants or other rights to acquire securities, along with the underlying securities issuable upon exercise. The transaction is structured as a private placement relying on Rule 506(b) under Regulation D for exemption from SEC registration.

How large is the Cadrenal Therapeutics (CVKD) private placement reported on Form D?

The notice reports a Total Amount Sold of $8,843,849. Cadrenal states this figure reflects the total gross proceeds to be received assuming cash exercise of all warrants issued in the private placement, with no amount remaining to be sold.

Which securities law exemption does Cadrenal Therapeutics (CVKD) rely on for this offering?

Cadrenal Therapeutics relies on Rule 506(b) of Regulation D as the federal exemption for this offering. This rule permits certain private offerings of securities to accredited investors and others, subject to specific conditions and limitations on general solicitation and disclosure.

Who is the placement agent for Cadrenal Therapeutics (CVKD) and what compensation is disclosed?

The placement agent is H.C. Wainwright & Co., LLC. Disclosed compensation includes a $210,000 cash fee (7.0%), a $30,000 management fee (1.0%), $25,000 of non-accountable expenses, $50,000 of accountable expenses, and warrants to purchase 62,4000 shares of common stock.

How does Cadrenal Therapeutics (CVKD) plan to use the proceeds of this private placement?

Cadrenal indicates that no offering proceeds are specifically set aside for payments to named officers or directors. However, it notes that proceeds used as working capital may be applied indirectly to paying salaries of employees, including executive officers.

When did the Cadrenal Therapeutics (CVKD) exempt offering first close and what is its industry focus?

The notice lists a Date of First Sale of 2026-06-30. Cadrenal identifies its industry group as Health Care – Biotechnology, reflecting its focus as a biotech company organized in Delaware and operating from Ponte Vedra, Florida.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001937993

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Cadrenal Therapeutics, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Cadrenal Therapeutics, Inc.
Street Address 1		Street Address 2
822 A1A NORTH, SUITE 306
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PONTE VEDRA	FLORIDA	32082	(904) 300-0701

3. Related Persons

Last Name	First Name	Middle Name
Pham	Quang	X.
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board and Chief Executive Officer

Last Name	First Name	Middle Name
Sharp	John	P.
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Interim Chief Financial Officer

Last Name	First Name	Middle Name
Ferguson	James	J.
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Medical Officer

Last Name	First Name	Middle Name
Cole	Jeffrey	S.
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Golden	Lee
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Murphy	John	R.
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32802

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilson	Glynn
Street Address 1	Street Address 2
822 A1A North, Suite 306
City	State/Province/Country	ZIP/PostalCode
Ponte Vedra	FLORIDA	32082

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$8,843,849	USD	or Indefinite
Total Amount Sold	$8,843,849	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The total offering amount reflects the total gross proceeds to be received assuming cashexercise of all warrants issued in the private placement.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$315,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The placement agent received a 7.0% cash fee of $210,000, 1.0% management fee of $30,000, non-accountable expenses of $25,000, accountable expenses of $50,000 and warrants to purchase 62,4000 shares of common stock.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

While no offering proceeds are set aside for payments to the named officers or directors, it is possible that some proceeds to be used as working capital will be used indirectly for paying salaries to employees including executive officers.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Cadrenal Therapeutics, Inc.	/s/ Quang X. Pham	Quang X. Pham	Chairman of the Board Chief Executive Officer	2026-07-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.