Cadrenal Therapeutics Files 8-K

TL;DR

CADR filed an 8-K, expect news on security holder rights and financials.

AI Summary

Cadrenal Therapeutics, Inc. filed an 8-K on August 16, 2024, to report material modifications to the rights of security holders and other events. The filing indicates changes related to the company's charter or bylaws and potentially financial statements and exhibits.

Why It Matters

This filing signals potential changes in the rights of Cadrenal Therapeutics' security holders and may contain updates on the company's financial status or operational events.

Risk Assessment

Risk Level: medium — 8-K filings can signal significant corporate events, but the specific details of the modifications are not yet fully elaborated in this initial summary.

Key Players & Entities

• Cadrenal Therapeutics, Inc. (company) — Registrant
• August 16, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-41596 (identifier) — SEC File Number
• 88-0860746 (identifier) — IRS Employer Identification No.
• 822 A1A North , Suite 306 Ponte Vedra , Florida 32082 (address) — Principal executive offices
• (904) 300-0701 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CVKD The Nasdaq Stock Mar
• $1.00 — aintain a minimum bid price of at least $1.00 per share. Item 9.01 Financial Stateme

Filing Documents

• ea021156901-8k_cadrenal.htm (8-K) — 31KB
• ea021156901ex3-1_cadrenal.htm (EX-3.1) — 8KB
• 0001213900-24-069941.txt ( ) — 217KB
• cvkd-20240816.xsd (EX-101.SCH) — 3KB
• cvkd-20240816_lab.xml (EX-101.LAB) — 33KB
• cvkd-20240816_pre.xml (EX-101.PRE) — 22KB
• ea021156901-8k_cadrenal_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Current Report on Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported, on July 29, 2024, the stockholders of Cadrenal Therapeutics, Inc., a Delaware corporation (the "Company"), approved a proposal at the Company's annual meeting of stockholders (the "Annual Meeting") granting the Company's Board of Directors the discretion to effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.001 per share (the "Common Stock"), at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Company's Board of Directors, without reducing the authorized number of shares of Common Stock. Following the Annual Meeting, the Company's Board of Directors approved a final split ratio of 1-for-15. The Company intends to effect a 1-for-15 reverse stock split (the "Reverse Stock Split") of its Common Stock by filing a Certificate of Amendment (the "Amendment") to the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware on August 19, 2024, that will become effective at 12:01 a.m. Eastern Time on August 20, 2024 (the "Effective Time"). The Company's Common Stock will continue to trade on the Nasdaq Capital Market ("Nasdaq") under the symbol "CVKD" and will begin trading on a split-adjusted basis when the Nasdaq opens on August 20, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 127636 207. No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such

01. Other Events

Item 8.01. Other Events. Among other considerations, the 1-for-15 Reverse Stock Split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its common stock on the Nasdaq Capital Market and to make the bid price more attractive to investors. The Nasdaq Capital Market requires, among other things, that a listing a company's common stock maintain a minimum bid price of at least $1.00 per share.

01 Financial Statements and Exhibits

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 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Cadrenal Therapeutics, Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

SIGNATURES

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: August 16, 2024 CADRENAL THERAPEUTICS, INC. By: /s/ Quang Pham Name: Quang Pham Title: Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR