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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.
Cadrenal Therapeutics, Inc. is registering up to 2,942,400 shares of common stock for resale by existing securityholders. The shares consist of 2,880,000 shares issuable upon exercise of pre-funded and Series C-1/C-2 warrants from a July 1, 2026 PIPE financing and 62,400 shares underlying placement agent warrants.
The company will not receive proceeds from stockholder resales, but would receive approximately $5.8 million from cash exercises of Investor Warrants and $244,000 from exercises of Placement Agent Warrants, intended for working capital and general corporate purposes. Registered shares would equal 49% of outstanding stock upon issuance (3,098,592 shares were outstanding as of July 10, 2026), underscoring potential dilution and market overhang. Cadrenal’s auditors note substantial doubt about its ability to continue as a going concern, and the company highlights significant capital needs, dilution from future financings, warrant-related cash obligations in certain transactions, and large potential resales as key risks.
Cadrenal Therapeutics, Inc. reported that its Chief Medical Officer, Dr. James J. Ferguson III, has decided to resign from his position. He notified the Board on July 7, 2026, and his resignation will be effective on July 31, 2026, referred to as the Separation Date. Cadrenal is conducting a search to identify a new Chief Medical Officer to lead its medical and clinical functions. The company and Dr. Ferguson are negotiating the terms of his departure and expect to enter into a separation agreement and release at a later time.
Cadrenal Therapeutics Chairman and CEO Quang Pham, a more than 10% owner, reported an open-market sale of 7,400 shares of common stock on June 29, 2026 at a weighted average price of $3.03 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading arrangement adopted on September 25, 2025.
Following the sale, Pham directly holds 98,589 shares of Cadrenal common stock. He also has indirect ownership of 200,000 shares held by The PVBQ Living Trust, where he serves as trustee with sole voting and dispositive power and his child is the sole beneficiary.
Cadrenal Therapeutics entered a private placement with a single institutional investor, issuing 960,000 pre-funded warrants and series C-1 and C-2 warrants to purchase up to an additional 1,920,000 common shares at a combined price of $3.1249 per pre-funded warrant and accompanying warrants.
The company expects gross proceeds of about $3 million and may receive approximately $5.8 million more if the series C-1 and C-2 warrants are fully exercised for cash, for total potential proceeds of up to $8.8 million. Net proceeds are intended for working capital, and management anticipates this funding will extend its cash runway into early 2027, and into the second half of 2027 if all warrants are exercised for cash.
Pre-funded warrants are exercisable immediately at $0.0001 per share and do not expire until fully exercised. The series C-1 and C-2 warrants carry a $3.00 exercise price, with C-1 exercisable after stockholder approval and expiring five years after key effectiveness dates, and C-2 exercisable immediately and expiring 24 months after the resale registration becomes effective. The deal includes lock-up agreements for officers and directors, registration rights with liquidated damages of 1% of invested capital per 30-day delay (capped at 6%), and placement agent compensation to H.C. Wainwright including cash fees and warrants for 62,400 shares at $3.9063 per share.
Cadrenal Therapeutics, Inc. appointed John P. Sharp as Interim Chief Financial Officer, replacing Quang X. Pham in that role while he remains Chairman and CEO. Sharp will serve through consulting firm Lohman & Associates under a Master Services Agreement and a new Statement of Work. Lohman will bill $455/hour for up to 24 hours per week of Sharp’s services. Separately, director Steven Zelenkofske resigned effective June 30, 2026, and the Board realigned its classified structure by moving director Glynn Wilson to the Class III seat, reappointing him to the Audit and Nominating and Corporate Governance Committees and adding him to the Compensation Committee. Non-employee directors receive an annual cash fee of $35,000 for Board service in 2026, plus equity awards.
Cadrenal Therapeutics, Inc. director and Chairman, CEO and Interim CFO Quang X. Pham reported open-market sales of the company’s common stock. He sold 2,127 shares at $3.00 per share and 9,029 shares at a weighted average of $3.05 per share in late June 2026.
The sales were made under a pre-arranged Rule 10b5-1 trading arrangement adopted on September 25, 2025. Following these transactions, Pham held 105,989 shares directly and 200,000 shares indirectly through The PVBQ Living Trust, for which he has sole voting and dispositive power.
Cadrenal Therapeutics director and CEO Quang Pham reported open-market stock sales under a pre-set trading plan. He sold 9,167 shares of common stock on June 22, 2026 at a weighted average price of $3.55 per share and 2,277 shares on June 23, 2026 at a weighted average price of $3.20 per share, totaling 11,444 shares sold. These transactions were executed pursuant to a Rule 10b5-1 trading arrangement adopted on September 25, 2025. After the sales, he held 117,145 shares directly and 200,000 shares indirectly through The PVBQ Living Trust, where he has sole voting and dispositive power.
Cadrenal Therapeutics Chairman and CEO Quang X. Pham reported open-market sales of 4,126 shares of Common Stock at weighted average prices around $3.16–$3.18 per share. The sales on June 16–17, 2026 were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 25, 2025.
After these transactions, Pham holds 128,589 shares directly and 200,000 shares indirectly through The PVBQ Living Trust, where he serves as trustee with sole voting and dispositive power. The reported sales represent a small portion of his overall reported holdings and do not involve any derivative exercises.
Cadrenal Therapeutics is planning to seek U.S. FDA Rare Pediatric Disease Designation for tecarfarin to treat children with Kawasaki disease who develop coronary artery aneurysms and need chronic oral anticoagulation. The company highlights a dual-track portfolio: CAD-1005 as a first-in-class 12-LOX inhibitor for critical care, and tecarfarin for regional and rare indications.
If the designation is granted and tecarfarin is later approved, Cadrenal could receive a transferable Priority Review Voucher, with recent sales ranging from about $180 million to $205 million. CAD-1005 already holds Orphan Drug and Fast Track designations in the U.S. and orphan status in Europe for heparin-induced thrombocytopenia.