Cadrenal Therapeutics, Inc. has entered into a definitive agreement with a healthcare-focused institutional investor to raise gross proceeds of up to $8.8 million through a private placement priced at-the-market under Nasdaq rules. The transaction includes the issuance and sale of 960,000 shares of common stock (or pre-funded warrants in lieu thereof), along with series C-1 and series C-2 warrants to purchase up to an aggregate of 960,000 shares each. The combined purchase price is set at $3.125 per share. The potential additional gross proceeds from the full exercise of the warrants could reach approximately $5.8 million.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The securities are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The company has agreed to file registration statements with the Securities and Exchange Commission (SEC) to cover the resale of the unregistered securities issued in the offering. The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions.

The series C-1 warrants carry an exercise price of $3.00 per share and are exercisable upon stockholder approval, expiring five years after the later of the stockholder approval date or the effective date of a resale registration statement. The series C-2 warrants also have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and expire twenty-four months after the effective date of a resale registration statement. There is no assurance that the warrants will be exercised or that the company will receive cash proceeds from their exercise.

Cadrenal Therapeutics intends to use the net proceeds from the offering for working capital purposes. The company anticipates that the upfront proceeds will extend its cash runway into the first quarter of 2027. If the warrants are exercised in full for cash, the cash runway is expected to extend into the second half of 2027. This extension is intended to advance partnering opportunities for tecarfarin in Kawasaki Disease and CAD-1005 in Cardiac Surgery-Associated Acute Kidney Injury (CSA-AKI) and heparin-induced thrombocytopenia (HIT).

Key Offering Details

Cadrenal Therapeutics is a late-stage biopharmaceutical company advancing novel therapies for life-threatening immune and thrombotic conditions. Its lead program, CAD-1005, is a first-in-class 12-LOX inhibitor for HIT and CSA-AKI, having received Orphan Drug and Fast Track designations from the U.S. Food and Drug Administration. The company's pipeline also includes tecarfarin, a late-stage oral vitamin K antagonist designed to prevent heart attacks, strokes, and deaths from blood clots in patients requiring chronic anticoagulation.

Cadrenal Therapeutics has appointed John P. Sharp as its interim chief financial officer, effective June 25, 2026. He succeeds Quang X. Pham, who ceased to serve as interim CFO on the same date. The transition was detailed in a regulatory filing submitted by the company.

John P. Sharp assumes the financial leadership role following the departure of Quang X. Pham. The filing did not provide specific reasons for the change in leadership or details regarding Pham's future role with the company.

The appointment of Sharp is intended to ensure continuity in the company's financial operations during the interim period. Cadrenal Therapeutics has not indicated how long the interim arrangement will last or if a search for a permanent CFO is underway.