Cadrenal Therapeutics agrees to $2.2 million registered direct offering with warrants

Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) agreed on December 15, 2025 to sell 207,374 shares of common stock in a registered direct offering at $10.85 per share, along with unregistered warrants to buy up to 414,748 more shares in a concurrent private placement. The company expects gross proceeds of about $2.2 million. It disclosed the deal in a Form 8-K filed December 16, 2025, and expects the offering to close on or about December 16, 2025, subject to customary closing conditions.

Who is advising

H.C. Wainwright & Co., LLC is the exclusive placement agent, on a reasonable best-efforts basis, under an engagement agreement dated August 14, 2025. Cadrenal agreed to pay Wainwright a cash fee of 7.0% of gross proceeds, a management fee of 1% of gross proceeds, $10,000 for non-accountable expenses and $10,000 for clearing fees. It will also issue placement agent warrants for up to 13,479 shares, equal to 6.5% of the shares sold, at $13.5625 per share, which is 125% of the offering price. Blank Rome LLP gave the opinion on the validity of the shares. The 8-K does not name any other adviser.

The terms

The shares are sold under an effective shelf registration statement, with a base prospectus and a prospectus supplement dated December 15, 2025. The purchase agreement is with investors named on its signature pages.

The common warrants have an exercise price of $10.60 per share, slightly below the offering price. They are exercisable immediately and expire two years after the effective date of the registration statement that covers their shares. The warrants and their shares are not registered. They are offered under Section 4(a)(2) of the Securities Act and Regulation D.

Cadrenal agreed to file a resale registration statement within 30 calendar days of the purchase agreement and to use commercially reasonable efforts to have it declared effective within 60 calendar days, or 90 calendar days if the SEC conducts a full review. The warrants can be exercised on a cashless basis only if no registration statement covers the shares or its prospectus is unavailable. A holder cannot exercise if that would leave it owning more than 4.99% of the outstanding common stock. After certain fundamental transactions, a holder can receive the Black Scholes value of its warrants under a formula in the warrant.

Lock-ups and future sales

Cadrenal and each of its directors and officers signed lock-up agreements for 10 days after the closing date, subject to exceptions. During that period the company also agreed not to issue common stock or equivalents or file a new registration statement, with exceptions. It agreed not to enter into a variable rate transaction for one year after closing. After 10 days, it may sell shares under an at-the-market facility with H.C. Wainwright & Co., LLC.

Company background

Chairman and Chief Executive Officer Quang X. Pham signed the 8-K. The company's annual report filed March 13, 2025 describes the company as developing tecarfarin, an anticoagulant for patients with rare cardiovascular conditions that need chronic anticoagulation.

The report is candid about the risk. It says the business depends on tecarfarin, which requires additional clinical testing, and that all of the current tecarfarin data come from trials conducted by third parties. It also says that even if the trials are completed, the company may not receive regulatory approval. That report is nearly a year old: for 2024 it shows a net loss of $10.7 million, cash used in operations of $7.4 million, cash and cash equivalents of $10.0 million at December 31, 2024 and an accumulated deficit of $25.7 million. It also says the company sold 72,224 shares through its at-the-market facility with H.C. Wainwright & Co. from January through March 13, 2025.

What comes next

The offering is expected to close on or about December 16, 2025. The resale registration is due within 30 calendar days of the purchase agreement, and the lock-up period ends 10 days after closing. The warrants at $10.60 and the placement agent warrants at $13.5625 will add shares to the count if they are exercised, and the 8-K gives no timetable for when the company expects to need more capital after this $2.2 million raise.

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