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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):
August 19, 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 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.
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 approximately 16 million shares to approximately 1.1 million
shares and the ownership percentage of each shareholder remains unchanged other than as a result of fractional shares. Proportional adjustments
will be made to the number of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants,
as well as the applicable exercise price.
The description of the
Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of
which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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.
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: August 20, 2024 |
CADRENAL THERAPEUTICS, INC. |
|
|
|
By: |
/s/ Quang Pham |
|
Name: |
Quang Pham |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CADRENAL THERAPEUTICS, INC.
Cadrenal Therapeutics, Inc.
(the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify that:
1. The
name of the Corporation is Cadrenal Therapeutics, Inc.
2. The
Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State
of Delaware setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate
of Incorporation”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved
said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the
Certificate of Incorporation of the Corporation as follows:
3. The
Certificate of Incorporation is hereby amended by adding the following new paragraph D to ARTICLE IV:
“D. Reverse Stock Split.
Upon this Certificate of Amendment to the Amended
and Restated Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective
Time”) the shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately
prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the
Effective Time shall be reclassified as and combined into a smaller number of shares such that every fifteen (15) shares
of issued and outstanding Common Stock immediately prior to the Effective Time are automatically combined into one (1) validly issued,
fully paid and nonassessable share of Common Stock, par value $0.001 per share (the “Reverse Stock Split”).
Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, 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 (10) days preceding the Effective Time.
Each stock certificate or book-entry position
that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to
the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented
by such certificate or book-entry position shall have been reclassified and combined (as well as the right to receive cash in lieu of
fractional shares of Common Stock after the Effective Time).”
5. The
foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
6. This
Certificate of Amendment shall be effective as of August 20, 2024 at 12:01 a.m. Eastern Time.
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
IN WITNESS WHEREOF, Cadrenal
Therapeutics, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 19th
day of August, 2024.
|
|
CADRENAL THERAPEUTICS, INC. |
|
|
|
|
|
|
By: |
/s/ Quang Pham |
|
|
Name |
Quang Pham |
|
|
Title |
Chief Executive Officer |
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Cadrenal Therapeutics (NASDAQ:CVKD)
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から 10 2024 まで 11 2024
Cadrenal Therapeutics (NASDAQ:CVKD)
過去 株価チャート
から 11 2023 まで 11 2024