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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
July 29, 2024
Cadrenal Therapeutics, Inc.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-41596 |
|
88-0860746 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
822 A1A North, Suite 306
Ponte Vedra, Florida 32082
(Address of principal executive offices and zip
code)
(904) 300-0701
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
CVKD |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2021
Stock Incentive Plan
On July 29, 2024, Cadrenal Therapeutics, Inc.
(the “Company”), held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual
Meeting, the Company’s stockholders approved an amendment to the Company’s 2022 Successor Equity Incentive Plan (the “2022
Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
that will be available for awards under the 2022 Plan by 2,000,000 shares to 4,604,550 shares and to amend the “evergreen provision”
such that the number of reserved shares of Common Stock available for issuance each year will be 20% of: (i) the shares of Common Stock
outstanding at December 31; plus (ii) the shares of Common Stock issuable upon exercise of warrants and pre-funded warrants outstanding
at December 31 (the “2022 Plan Amendment Proposal”). A description of the 2022 Plan is set forth in the Company’s definitive
proxy statement on Schedule 14A for the 2024 Annual Meeting (the “Proxy Statement”), which was filed with the Securities and
Exchange Commission on June 11, 2024, in the section entitled “PROPOSAL 5: AMENDMENT TO THE CADRENAL THERAPEUTICS, INC. 2022 SUCCESSOR
EQUITY INCENTIVE PLAN,” which is incorporated herein by reference.
The summary of the 2022
Plan included in the Proxy Statement is not intended to be complete and is qualified in its entirety by reference to the full text
of the 2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a
Vote of Security Holders.
On July 29, 2024, the Company held its 2024 Annual
Meeting at which the Company’s stockholders voted on the following six (6) proposals and cast their votes as described below. These
matters are described in detail in the Proxy Statement. As of June 6, 2024, the record date of the 2024 Annual Meeting, there were 16,008,469
shares of Common Stock issued and outstanding and entitled to vote at the 2024 Annual Meeting. Present in person or by proxy at the 2024
Annual Meeting were 11,847,608 shares of Common Stock, representing more than thirty-four percent (34%) of the issued and outstanding
capital stock entitled to vote at the 2024 Annual Meeting, which constituted a quorum.
The final voting results for each item of business
voted upon at the 2024 Annual Meeting, as described in the Proxy Statement, is set forth below.
Proposal 1. Election of Directors.
The following two (2) individuals were elected
as Class II directors, to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors have
been duly elected and qualified with the following votes:
| Name of Director | |
Votes For | |
Withheld | |
Broker Non-Votes |
| John Murphy | |
9,501,791 | |
204,537 | |
2,141,280 |
| Robert Lisicki | |
9,361,117 | |
345,211 | |
2,141,280 |
Proposal 2. Ratification of the appointment
of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
The stockholders ratified and approved the appointment of WithumSmith+Brown,
P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024 based on the votes listed
below:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 11,656,697 | |
36,059 | |
154,852 | |
0 |
Proposal 3. Approval of an amendment
to the Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split.
The stockholders approved an amendment to the Certificate of Incorporation
to, at the discretion of the Board, effect a reverse stock split at a ratio of 1-for-2 to 1-for-20, with the ratio within such range to
be determined at the discretion of the Board, based on the votes listed below:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 11,315,128 | |
522,800 | |
9,680 | |
0 |
Proposal 4. Approval of an amendment
to the Certificate of Incorporation to increase the number of authorized shares of Common Stock.
The stockholders approved an amendment to the Certificate of Incorporation
to increase the number of shares of Common Stock from 75,000,000 to 125,000,000, at the discretion of the Board, based on the votes listed
below:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 10,830,396 | |
1,007,309 | |
9,903 | |
0 |
Proposal 5. Approval of an amendment
to the 2022 Plan to increase the number of shares of Common Stock available for issuance and to amend the “evergreen provision”.
The stockholders approved an amendment to the 2022 Plan to increase
the number of shares of Common Stock that will be available for awards under the 2022 Plan by 2,000,000 shares to 4,604,550 shares and
to amend the “evergreen provision” such that the number of reserved shares of Common Stock available for issuance each year
will be 20% of: (i) the shares of Common Stock outstanding at December 31; plus (ii) the shares issuable upon exercise of warrants and
pre-funded warrants outstanding at December 31, based on the votes listed below:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 9,217,328 | |
363,062 | |
125,938 | |
2,141,280 |
Proposal 6. Approval of an adjournment
of the 2024 Annual Meeting, if necessary, to permit further solicitation and vote of proxies.
The stockholders approved an adjournment of the 2024 Annual Meeting,
if necessary, to permit further solicitation and vote of proxies in the event there were not sufficient votes in favor of Proposals 3,
4 and/or 5, based on the votes listed below. However, such an adjournment was not necessary in light of the approval of Proposals 3, 4
and 5 at the 2024 Annual Meeting.
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 10,889,857 | |
777,726 | |
180,025 | |
0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are furnished with this Current Report on Form 8-K:
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: July 31, 2024 |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang Pham |
| |
Name: |
Quang Pham |
| |
Title: |
Chairman and Chief Executive Officer |
3
EXHIBIT 10.1
AMENDMENT TO THE
CADRENAL THERAPEUTICS, INC.
2022 SUCCESSOR EQUITY INCENTIVE PLAN
Dated: July 29, 2024
WHEREAS, the Board of Directors
(the “Board”) of Cadrenal Therapeutics, Inc. (the “Company”) heretofore established the Cadrenal Therapeutics,
Inc. 2022 Successor Equity Incentive Plan (the “Plan”); and
WHEREAS, the Board desires
to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (“Common
Stock”) available for grants of Awards thereunder from 2,000,000 shares to 4,604,550 shares and to amend the “evergreen provision”
such that the number of reserved shares of Common Stock available for issuance each year will be 20% of: (i) the shares of Common Stock
outstanding at December 31; plus (ii) the shares issuable upon exercise of outstanding warrants and pre-funded warrants at December 31,
as of the date on which shareholders of the Company approve this amendment; and
WHEREAS, Section 18 of
the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is desired or required
by applicable law;
NOW, THEREFORE, effective the
date hereof, the Plan is hereby amended as follows:
1. Subject
to approval of the Company’s stockholders, Section 2(a) of the Plan is hereby amended in its entirety, to read as follows:
“(a) Share
Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization
Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 4,604,550 shares.
In
addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common
Stock will automatically increase on January 1 of each calendar year for a period of ten years commencing on January 1, 2025 and ending
on (and including) January 1, 2032, to a number of shares of Common Stock equal to 20% of: (i) the shares of Common Stock outstanding
at December 31 of the preceding calendar year; plus (ii) the shares issuable upon exercise of outstanding warrants and pre-funded warrants
at December 31 of the preceding calendar year; provided, however that the Board may act prior to January 1 of a given calendar year to
provide that the increase for such year will be a lesser number of shares of Common Stock.”
2. Subject
to approval of the Company’s stockholders, Section 2.1(b) of the Plan is hereby amended in its entirety, to read as follows:
“(b) Aggregate
Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary
to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the
exercise of Incentive Stock Options is 4,604,550 shares.”
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
has executed this Amendment as evidence of its adoption by the Board on the date set forth above.
| |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang Pham |
| |
Name: |
Quang Pham |
| |
Title: |
Chief Executive Officer |
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Cadrenal Therapeutics (NASDAQ:CVKD)
過去 株価チャート
から 7 2024 まで 8 2024
Cadrenal Therapeutics (NASDAQ:CVKD)
過去 株価チャート
から 8 2023 まで 8 2024
