Cadrenal Therapeutics, Inc.

(a) Unregistered Sales of Equity Securities

We did not sell any equity securities during the quarter ended March 31, 2025 and up to the date of the filing of this Quarterly Report on Form 10-Q in transactions that were not registered under the Securities Act other than as set forth below and as previously disclosed in our filings with the SEC.

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.

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.

(b) Use of Proceeds

(c) Issuer Purchases of Equity Securities