Cadrenal Therapeutics, Inc. 8-K

What Happened

• On March 31, 2026 Cadrenal Therapeutics, Inc. entered into a warrant inducement agreement with a holder of previously issued private-placement warrants. The holder agreed to cash-exercise Existing Warrants for up to 571,430 shares of common stock at a reduced, adjusted exercise price of $4.50 (down from $16.50). The transaction is expected to close April 1, 2026 and will generate approximately $2.5 million in gross proceeds before fees and expenses.
• In exchange for the holder’s agreement to exercise, the Company issued new unregistered Series B-1 and Series B-2 warrants (the “New Warrants”), each to purchase 571,430 shares (i.e., 100% of the shares issued on exercise). The New Warrants are immediately exercisable at $4.50 per share. Series B-1 warrants have a five‑year term and Series B-2 warrants an 18‑month term measured from effectiveness of the resale registration statement the Company has agreed to file.

Key Details

• Exercise and proceeds: up to 571,430 Existing Warrant shares exercised at $4.50 each → ~ $2.5M gross proceeds (before placement agent fees and expenses).
• New Warrants: Series B-1 and B-2 each cover 571,430 shares; exercisable immediately at $4.50; Series B-1 = 5 years, Series B-2 = 18 months (post-registration effectiveness).
• Placement agent (H.C. Wainwright) compensation: 7.0% cash fee on gross proceeds and Placement Agent Warrants to buy 37,143 shares (6.5% of Existing Warrant Shares) at $5.625 each.
• Registration commitment: Company will file a Form S-3 to register resale of New Warrant Shares within 30 days and use commercially reasonable efforts to have it declared effective within 60 days (90 days if SEC review); registration to be kept effective until no holder owns New Warrants or New Warrant Shares. New Warrants include ownership caps (4.99% default, 9.99% by election) and cashless exercise rights if registration is not effective after 60 days.

Why It Matters

• Immediate cash: The exercise provides near‑term working capital (~$2.5M) to the company.
• Potential dilution: The New Warrants match 100% of the shares issued on exercise, meaning if the Existing Warrants are exercised and the New Warrants are later exercised, the company could issue an additional 571,430 shares (plus up to 37,143 Placement Agent Warrant shares), diluting existing holders.
• Liquidity and resale: The Company’s commitment to register the New Warrant Shares should allow holders to resell those shares once the registration is effective, reducing resale restrictions.
• Costs to investors: Placement agent fees and warrants reduce net proceeds and introduce additional potential dilution.

Investors should note the concrete figures (571,430 shares, $4.50 exercise price, ~$2.5M gross proceeds, HCW fees/warrants) and review the filed warrant and inducement agreements (Exhibits referenced in the 8‑K) for full legal terms.