Cadrenal Therapeutics files to sell up to $2,169,272 more stock through ATM program

Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) filed a prospectus supplement on April 17, 2025 covering up to $2,169,272 of common stock to be sold through an at-the-market program. An at-the-market program lets a company sell new shares into the open market over time at prevailing prices. The company has no obligation to sell any shares, and the supplement says there is no escrow, trust or similar arrangement for funds received.

The sales agent is H.C. Wainwright & Co., LLC, under an at-the-market offering agreement dated March 11, 2024. Wainwright receives a fixed commission of 3.0% of the gross sales price of shares it sells. The company has already sold $7,655,240 of securities under that agreement, including sales under a prior supplement filed December 20, 2024. Blank Rome LLP is counsel to the company and has issued a legal opinion on the shares, which is attached as Exhibit 5.1 to the 8-K. Ellenoff Grossman & Schole LLP of New York is counsel to the sales agent. The supplement also says Wainwright acted as the company's placement agent in November 2024 on a warrant inducement agreement dated November 1, 2024, under which an investor exercised existing warrants for cash in return for new unregistered warrants equal to 200% of the shares issued on exercise, and that it received customary fees.

The float rule and the price

The supplement is made under General Instruction I.B.6 of Form S-3. That rule bars a company with a public float under $75,000,000 from selling more than one-third of its float in any 12-month period. The company put its public float at $29,475,587. That figure is based on 1,441,349 shares held by non-affiliates at $20.45 per share, the closing price on February 26, 2025.

The last reported sale price on Nasdaq was $16.20 per share on April 16, 2025. The float figure uses the February 26, 2025 closing price, not the April 16 last reported sale price, and the float sets the size of the cap.

The sales are made under a Form S-3 shelf registration declared effective on March 20, 2024, which covers up to $100,000,000 of securities. The supplement is supplement No. 2 to that shelf prospectus.

Use of proceeds and the company's business

The company says it currently intends to use the net proceeds for working capital and general corporate purposes, including to acquire, license or invest in assets, businesses, technologies, product candidates or other intellectual property, and to repurchase securities. The supplement does not tie the money to the tecarfarin program.

The company's annual report, filed March 13, 2025, describes tecarfarin as a late-stage novel oral and reversible anticoagulant. The company says the broad label it once planned became much harder to pursue after direct-acting oral anticoagulants were approved, and it now focuses on rare cardiovascular conditions. Those include patients with left ventricular assist devices, patients with end-stage kidney disease and atrial fibrillation, and patients with catastrophic or thrombotic antiphospholipid syndrome. The company says event rates for warfarin-treated patients in these groups remain unacceptably high.

On March 3, 2025, Cadrenal entered a collaboration agreement with Abbott Global Enterprises Limited for a Phase 3 randomized, warfarin-controlled study called TECH-LVAD. Cadrenal will be the regulatory sponsor and will monitor the study, and Abbott will share data from its MOMENTUM 3 and ARIES HeartMate 3 US IDE trials. The annual report says the company is pursuing licenses and funding partnerships to support funding of the Phase 3 study.

What the offering signals

The annual report says the company is still pursuing partners to fund the Phase 3 study. The shelf covers up to $100,000,000, but the float rule limits what can be sold in a year. The supplement's risk section says the company expects to require additional capital until its operations generate sufficient revenue to cover its expenses, that it will need substantial additional funding for continuing operations and that no other person has committed to future financing. It also warns that further issuances may dilute investors. The company is raising money from the open market and paying a 3.0% commission, with the last reported sale price at $16.20 on April 16, 2025.

The supplement does not describe any milestone the money would fund, and it does not name a start date for the Phase 3 trial.

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