Cadrenal Therapeutics, Inc. 8-K

What Happened
Cadrenal Therapeutics, Inc. (Nasdaq: CVKD) announced on June 30, 2026 (closing July 1, 2026) a private placement that raised approximately $3.0 million in gross proceeds. The company sold pre-funded warrants to purchase up to 960,000 common shares, Series C-1 warrants for up to 960,000 shares, and Series C-2 warrants for up to 960,000 shares. Each unit (a pre-funded warrant with accompanying common warrants) was priced at $3.1249. Pre-funded warrants have a $0.0001 exercise price and do not expire until fully exercised; common warrants (Series C-1 and C-2) have a $3.00 exercise price with differing exercise windows and expirations. Cadrenal says net proceeds will be used for working capital.

Key Details

• Gross proceeds: approximately $3.0 million; combined price per pre-funded warrant + accompanying common warrants: $3.1249.
• Warrant counts: up to 960,000 Pre-Funded Warrant Shares, 960,000 Series C-1 Warrant Shares, 960,000 Series C-2 Warrant Shares (total potential Warrant Shares = 2,880,000).
• Exercise terms: Pre-Funded Warrants exercisable anytime (cashless exercise allowed) at $0.0001; Common Warrants exercisable at $3.00 (Series C-2 immediately, Series C-1 upon stockholder approval) — Series C-2 expire 24 months after the Effective Date, Series C-1 expire five years after stockholder approval or effective resale registration.
• Placement agent (H.C. Wainwright) fees and compensation: 7.0% cash fee, 1.0% management fee, $25,000 non-accountable expenses, up to $50,000 legal/out-of-pocket; placement agent warrants for 62,400 shares at $3.9063 (5-year term from Effective Date).
• Shareholder/Company restrictions: directors/officers agreed to 60-day lock-ups after the Effective Date; company agreed to certain 60‑day issuance and filing restrictions and a one-year limit on Variable Rate Transactions (with an exception to use an ATM facility after 60 days).
• Registration rights: company must file a resale registration for the Warrant Shares within 15 days and use reasonable efforts to have it effective by 45 days (75 days if full SEC review); failure to meet certain deadlines can trigger liquidated damages up to 1% per 30-day period, capped at 6%.

Why It Matters
This financing provides Cadrenal with short-term capital for working capital needs without an immediate sale of common stock, but the issued warrants represent potential future dilution if exercised. The registration rights make it easier for the investor to resell shares once the registration is effective, and placement-agent warrants and fees add additional potential dilution and cost. Investors should note the timelines for exercise and registration (including lock-ups and the definition of the Effective Date) because they affect when and how these warrants could be converted to tradable common stock.