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Cadrenal Therapeutics, Inc.

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

CVKD$0.98-2.0%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001213900-25-040788

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 17 previous paragraphs and 7 current paragraphs.

4 unchanged; 2 reworded; 1 added; 10 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

On January 23, 2025, we issued stock options to purchase an aggregate of 220,000 shares of Common Stock to officers and directors pursuant to our 2022 Successor Equity Incentive Plan, of which 72,697 were unregistered at the time of issuance. The options have an exercise price of $19.79 per share. The options granted to officers will vest over a period of four (4) years, with 25% vesting on February 1, 2026, and thereafter 1/36 on a monthly basis. The options granted to directors will vest pro rata on a monthly basis over 12 months commencing February 1, 2025. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Removed paragraphs (10)

Previous report

Item 1A. Risk Factors

Previous report

We cannot be assured that we will be able to maintain our listing on the Nasdaq Capital Market.

Previous report

Our securities are listed on The Nasdaq Capital Market, a national securities exchange. We cannot be assured that we will continue to comply with the rules, regulations or requirements governing the listing of our common stock on Nasdaq Capital Market or that our securities will continue to be listed on Nasdaq Capital Market in the future. If Nasdaq should determine at any time that we fail to meet Nasdaq requirements, we may be subject to a delisting action by Nasdaq.

Previous report

On September 6, 2023, we received a letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”), requiring listed securities to maintain a minimum bid price of $1.00 per share because our closing bid price for the last 30 consecutive business days was below $1.00 per share. Pursuant to the Rule, we initially had 180 calendar days (until March 4, 2024), to regain compliance with the Nasdaq Listing Rules (the “Compliance Period”). On February 16, 2024, we requested an additional 180 calendar days to comply with the Rule. On March 5, 2024, we received written notification from Nasdaq granting our request for a 180-day extension or until September 3, 2024 to regain compliance with the Rule. On August 20, 2024, we effected a 1-for-15 reverse stock split. On September 5, 2024, we received a letter from Nasdaq stating that we had regained compliance with the Rule. However, there can be no assurance that we will continue to comply with the Rule or any other Nasdaq continued listing requirements.

Previous report

If Nasdaq delists our securities from trading on its exchange at some future date, we could face significant material adverse consequences, including:

Previous report

We will also need to raise additional capital to meet our long-term business objectives.

Previous report

We had an accumulated deficit of $21,535,514 as of September 30, 2024 and a net loss of approximately $6,464,099 for the nine months ended September 30, 2024, having incurred significant losses from operations to date. We expect to incur significant expenses and continued losses from operations for the foreseeable future. We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for the next twelve months, however, we will require additional financing as we continue to execute our business strategy, including additional funds for the initiation of enrollment of patients and completion of the planned pivotal Phase 3 trial for tecarfarin. Our unaudited financial statement for the nine months ended September 30, 2024 were prepared under the assumption that we will continue as a going concern; however, we expect our expenses to increase in connection with the initiation of enrollment of patients and completion of the planned pivotal Phase 3 trial for tecarfarin. Our liquidity may be negatively impacted as a result of research and development cost increases in addition to general economic and industry factors. In order to meet our expected obligations, we intend to raise additional funds through partnering and equity and debt financings or a combination of these potential sources of liquidity. There can be no assurance that funding will be available on acceptable terms on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we raise funds through partnering such as collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or grant licenses on terms that are not favorable to us. If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to complete the planned Phase 3 trial.

Previous report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Previous report

Item 3. Defaults Upon Senior Securities.

Previous report

Item 4. Mine Safety Disclosures.
Reworded paragraphs (2)

Previous wording

Investing in our securities involves a high degree of risk. Please refer to Part I, Item 1A, “Risk Factors,” contained in our Annual Report for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. Except as set forth below, there have been no material changes from these risk factors as of the date of filing of this Quarterly Report on Form 10-Q.

Current wording

Investing in our securities involves a high degree of risk. Please refer to Part I, Item 1A, “Risk Factors,” contained in our Annual Report for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. There have been no material changes from these risk factors as of the date of filing of this Quarterly Report on Form 10-Q.

Previous wording

On October 10, 2024, we issued 25,000 shares of restricted common stock to a consultant as partial compensation for services.

Current wording

On January 8, 2025, we issued 25,000 shares of restricted common stock to a consultant as partial compensation for services. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On September 11, 2024, we issued 13,333 shares of restricted common stock to a consultant as partial compensation for services.