Cadrenal Therapeutics, INC. 8-K Filing

Ticker: CVKD · Form: 8-K · Filed: Dec 11, 2025 · CIK: 1937993

Sentiment: neutral

Filing Stats: 2,455 words · 10 min read · ~8 pages · Grade level 16 · Accepted 2025-12-11 08:17:00

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 10, 2025, Cadrenal Therapeutics, Inc., a Delaware corporation (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Veralox Therapeutics Inc., a Delaware corporation ("Seller") pursuant to which Seller sold all or substantially all of its right title and interest in assets owned or otherwise used or held for use by Seller in connection with the compound known as VLX-1005 ("VLX-1005"), and all back-up and follow-on compounds, including the VLX-2000 series (the "Compounds"), including, without limitation, all intellectual property related to the Compounds, all inventory related to the Compounds, certain contracts including a license agreement, all Permits and other Governmental Authorizations and Books and Records (as such terms are defined in the Purchase Agreement), free and clear of any liens (collectively referred to as the "Assets"). The transactions contemplated by the Purchase Agreement were consummated on December 10, 2025 (the "Closing"). The Purchase Price payable by the Company to the Seller for the Assets consists of (i) a cash payment of $200,000, (ii) the assumption of certain Assumed Liabilities (as such term is defined in the Purchase Agreement) by the Company; (iii) contingent milestone payments in an amount not to exceed $15 million, and (iv) royalty payments described below. The contingent milestone payments, which are payable in cash, common stock, or in any combination thereof in the Company's sole discretion, are payable upon the achievement of the following clinical and regulatory milestone events: (i) $2,000,000 upon the occurrence of the dosing of the first patient enrolled in the first clinical trial initiated after Closing for VLX-1005; (ii) $8,000,000 upon approval of the first regulatory filing seeking approval to market a pharmaceutical product for human use containing a Compound that is covered by a patent owned or licensed by the

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 11, 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. 2 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 the Compounds 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"), includi

01. Other Events

Item 8.01. Other Events. On December 11, 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* Asset Purchase Agreement between Cadrenal Therapeutics, Inc. and Veralox Therapeutics, Inc. , dated December 10, 2025 10.2* Amended and Restated Exclusive License Agreement by and between Eastern Virginia Medical School and Veralox Therapeutics, Inc., dated May 1, 2020 10.3 First Amendment to Amended and Restated Exclusive License Agreement by and between Old Dominion University, as successor in interest to Eastern Virgina Medical School, and Veralox Therapeutics, Inc., effective as of December 9, 2025 99.1 Press Release of Cadrenal Therapeutics, Inc. dated December 11, 2025 99.2 Corporate Presentation dated December 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. 3

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: December 11, 2025 CADRENAL THERAPEUTICS, INC. By: /s/ Quang X. Pham Name: Quang X. Pham Title: Chairman and Chief Executive Officer 4

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