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Cadrenal Therapeutics raises $3.0 million in private placement priced at-the-market

Tickers CVKD

Cadrenal (Nasdaq: CVKD) received gross proceeds of approximately $3.0 million from one institutional investor. Warrants could add about $5.8 million if exercised in full for cash, the company says.

Key facts

Company
Cadrenal Therapeutics, Inc. (NASDAQ: CVKD)
News type
Financings
Primary source
Cadrenal Therapeutics, Inc. Form 8-K filed July 1, 2026 (SEC EDGAR)
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Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) received gross proceeds of approximately $3.0 million from a private placement of pre-funded warrants and common warrants, according to a Form 8-K filed July 1, 2026. The company signed a securities purchase agreement with an institutional investor on June 30, 2026, and the private placement closed on July 1, 2026. The company is based in Ponte Vedra, Florida, and says it intends to use the net proceeds for working capital.

What was sold

The deal was a private placement priced at-the-market under Nasdaq rules. The company issued pre-funded warrants for up to 960,000 shares of common stock, series C-1 warrants for up to 960,000 shares and series C-2 warrants for up to 960,000 shares. The combined purchase price was $3.1249 per pre-funded warrant and the accompanying common warrants.

A pre-funded warrant lets the holder buy a share later for a nominal price. Here the exercise price is $0.0001 per share, and the warrants do not expire until exercised in full. Each common warrant has an exercise price of $3.00 per share. The series C-2 warrants can be exercised immediately and expire twenty-four months after the Effective Date, a term the purchase agreement defines. The series C-1 warrants become exercisable on the effective date of stockholder approval of the underlying shares, and they expire five years after the later of that approval and the effective date of a resale registration statement.

Potential proceeds and runway

The press release dated June 30, 2026 says the company could receive up to approximately $5.8 million more if all the warrants are exercised for cash, and that no assurance can be given that any warrant will be exercised. It says net proceeds are anticipated to extend the cash runway into the first quarter of 2027, and into the second half of 2027 if the warrants are exercised in full. The release ties the funding to advancing partnering opportunities for tecarfarin in Kawasaki Disease.

The annual report for 2025 explains the need for money. Its financial statements were prepared on the assumption that the company will continue as a going concern. The company reported an accumulated deficit of approximately $39.0 million as of December 31, 2025 and a net loss of approximately $13.2 million for 2025. Financing activities provided $6.6 million in 2025, mainly $4.6 million from sales under its at-the-market equity program and $2.0 million from a December 2025 registered direct offering.

Placement agent and fees

H.C. Wainwright & Co., LLC acted as 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 the gross proceeds and a management fee of 1.0%. It also agreed to pay $25,000 for non-accountable expenses and up to $50,000 for legal and other out-of-pocket expenses. Wainwright's designees received warrants for up to 62,400 shares at $3.9063 per share, which is 125% of the private placement price.

The 8-K names no separate counsel for the company or the investor.

Lock-ups and dilution limits

Directors and officers signed lock-up agreements for 60 days after the Effective Date. The company agreed not to issue new common stock, or to file a new registration statement, for 60 days after that date, with limited exceptions. It also agreed not to enter into a variable rate transaction for one year. The 8-K says that after 60 days the company may enter into an at-the-market facility with Wainwright. That is the same channel the company used in 2025, and it could add shares on top of the warrants.

What the filing leaves open

The 8-K does not give a net proceeds figure, so the amount left after the 7.0% cash fee, the 1.0% management fee and the expenses cannot be read from the filing. The release says the net amount extends the runway, but the 8-K gives no cash balance or burn rate to test that claim. Exercising the common warrants requires $3.00 per share in cash, and the C-1 warrants also need stockholder approval before they can be exercised.

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