Cadrenal Therapeutics Acquires Subsidiary Cadrenal Biologics

TL;DR

CADR buys its own subsidiary to simplify things, closing Q4.

AI Summary

Cadrenal Therapeutics, Inc. announced on August 19, 2024, that it has entered into a definitive agreement to acquire all outstanding shares of its subsidiary, Cadrenal Biologics, Inc. This strategic move aims to streamline operations and enhance the company's focus on its drug development pipeline. The transaction is expected to close in the fourth quarter of 2024.

Why It Matters

This acquisition consolidates Cadrenal's structure, potentially leading to more efficient operations and a clearer strategic direction for its drug development efforts.

Risk Assessment

Risk Level: low — The filing details a corporate restructuring (acquisition of a subsidiary) rather than a significant change in business operations or financial health.

Key Players & Entities

• Cadrenal Therapeutics, Inc. (company) — Registrant
• Cadrenal Biologics, Inc. (company) — Subsidiary being acquired
• August 19, 2024 (date) — Date of earliest event reported
• Fourth quarter of 2024 (date) — Expected closing of acquisition

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 State

Filing Documents

• ea021179601-8k_cadrenal.htm (8-K) — 32KB
• ea021179601ex3-1_cadrenal.htm (EX-3.1) — 9KB
• 0001213900-24-070883.txt ( ) — 218KB
• cvkd-20240819.xsd (EX-101.SCH) — 3KB
• cvkd-20240819_lab.xml (EX-101.LAB) — 33KB
• cvkd-20240819_pre.xml (EX-101.PRE) — 22KB
• ea021179601-8k_cadrenal_htm.xml (XML) — 4KB

03

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, the Board of Directors of Cadrenal Therapeutics, Inc., a Delaware corporation (the "Company"), approved 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 of 1-for-15, without reducing the authorized number of shares of Common Stock. On August 19, 2024, the Company filed a Certificate of Amendment (the "Amendment") to its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split (the "Reverse Stock Split") of its Common Stock 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 are being 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 stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time. The 1-for-15 Reverse Stock Split reduced the number of outstanding shares of Common Stock from

01

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.

Financial Statements and Exhibits

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 20, 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