Cadrenal Therapeutics, INC. 8-K Filing

Ticker: CVKD · Form: 8-K · Filed: Sep 15, 2025 · CIK: 1937993

Sentiment: neutral

Filing Stats: 1,638 words · 7 min read · ~5 pages · Grade level 13.6 · Accepted 2025-09-15 09:53:55

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 12, 2025, Cadrenal Therapeutics, Inc., a Delaware corporation (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with eXIthera Pharmaceuticals, Inc., a Delaware corporation ("Seller") pursuant to which Seller sold all of its right, title and interests in assets owned or held for use by it in connection with the compounds known as Frunexian (EP-7041) and EP-7327 and certain other compounds, including all intellectual property, regulatory filings, clinical and non-clinical data, market analyses, commercialization plans, all inventory related to the Compounds (as such term is defined is defined in the Purchase Agreement) including all active pharmaceutical ingredients, excipients, raw materials, components, works in process, and finished drug product, books and records, and the exclusive license agreement (the "Haisco License Agreement") with Sichuan Haisco Pharmaceutical Co., Ltd. ("Haisco"), which relates to development and commercialization of Frunexian in the People's Republic of China (collectively referred to as the "Assets"). The transactions contemplated by the Purchase Agreement were consummated on September 12, 2025 (the "Closing"). The Purchase Price payable by the Company to the Seller and its assignees for the Assets consists of (i) a cash payment of $50,000 for transaction closing costs, (ii) contingent milestone payments in an amount not to exceed $15 million, and (iii) royalty payments described below. The contingent milestone payments and royalty payments are payable in cash, common stock, or in any combination thereof at the Company's discretion. The contingent milestone payments are payable upon the achievement of the following clinical and regulatory milestone events: (i) $500,000 upon the occurrence of the first patient dosed in first Phase 2 study initiated after the Closing with respect to Frunexian or an Other IV Compound (as such term is de

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 15, 2025, the Company issued a press release announcing the acquisition and consummation of the transactions contemplated by the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated into this Item 7.01 by reference herein. The information included under Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing. Caution Concerning Forward Looking Statements This Current Report on Form 8-K contains forward-looking "expects," "intends," "projects," "plans," and "future" or similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements concerning the development of frunexian and the Company's payment of milestone payments and royalties. Forward-looking statements are based on management's current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding the Company's business are described in detail in its filings with the Securities and Exchange Commission (the "SEC"), including in

01. Other Events

Item 8.01. Other Events. On September 15, 2025, the Company posted an updated corporate presentation on its website (the "Presentation") for use in meetings with investors, analysts and others, which discusses the development of its anticoagulation pipeline. The Presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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 10.1* Purchase Agreement between Cadrenal Therapeutics, Inc. and eXIthera Pharmaceuticals, Inc. 99.1 Press Release of Cadrenal Therapeutics, Inc. dated September 15, 2025 99.2 Corporate Presentation dated September 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) * Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. 2

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: September 15, 2025 CADRENAL THERAPEUTICS, INC. By: /s/ Quang X. Pham Name: Quang X. Pham Title: Chairman and Chief Executive Officer 3

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