Cadrenal Therapeutics' SEC filings document the regulatory record of a Nasdaq-listed, emerging-growth biopharmaceutical company focused on immune, thrombotic, and anticoagulation-related disorders. Its 8-K reports disclose financial results, Regulation FD updates, clinical and regulatory events for CAD-1005, and scientific research involving 12-lipoxygenase inhibition.
The filings also cover capital-structure activity, including common-stock registrations, at-the-market offering materials, registered direct offerings, private-placement warrants, and related material agreements. Company disclosures identify its Delaware corporate status, Nasdaq Capital Market common stock listing, governance status as an emerging growth company, and formal reporting of pipeline developments involving CAD-1005, tecarfarin, and frunexian.
Cadrenal Therapeutics, Inc. is registering for resale up to 2,942,400 shares of common stock for existing holders of warrants issued in a July 1, 2026 private investment in public equity (PIPE) and related placement agent compensation. The company itself is not selling any shares under this prospectus and receives no proceeds from stockholder resales.
The registered shares consist of 2,880,000 shares issuable on exercise of pre-funded and Series C-1/C-2 warrants sold to a single institutional investor and 62,400 shares issuable on exercise of placement agent warrants. If all investor and placement agent warrants are exercised for cash, Cadrenal would receive about $6.0 million, intended for working capital and general corporate purposes, in addition to the approximately $3.0 million gross proceeds already received in the PIPE.
Common stock outstanding was 3,098,592 shares as of July 10, 2026, and would be 6,040,992 shares if all related warrants are fully exercised. The company highlights significant financing needs, potential dilution, substantial resale volume (up to roughly half of current shares), warrant-related constraints, and an auditor’s going concern explanatory paragraph as key risks.
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.
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.