Form 8-K

8-K — Cadrenal Therapeutics, Inc.

Accession: 0001213900-26-104647

Filed: 2026-09-29

Period: 2026-09-24

CIK: 0001937993

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0306613-8k_cadrenal.htm (Primary)

EX-10.1 — AMENDMENT NO. 2 TO THE CADRENAL THERAPEUTICS, INC. 2022 SUCCESSOR EQUITY INCENTIVE PLAN (ea030661301ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (date of earliest event reported):

September 24, 2026

Cadrenal Therapeutics, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-41596

88-0860746

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

822 A1A North, Suite 306

Ponte Vedra, Florida 32082

(Address of principal executive offices and zip

code)

(904) 300-0701

(Registrant’s telephone number including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CVKD

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark

if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to 2022 Successor Equity Incentive

Plan

On September 24, 2026, Cadrenal Therapeutics,

Inc. (the “Company”), held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual

Meeting, the Company’s stockholders approved an amendment (the “Amendment No. 2”) to the Company’s 2022 Successor

Equity Incentive Plan, as amended (the “2022 Plan”), to increase the number of shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”), that will be available for awards under the 2022 Plan by 323,542 shares to

1,000,000 shares. A description of the Amendment No. 2 is set forth in the Company’s definitive proxy statement on Schedule 14A

for the 2026 Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on August

3, 2026, in the section entitled “PROPOSAL 3: PLAN AMENDMENT PROPOSAL,” which is incorporated herein by reference. The description

of Amendment No. 2 included in the Proxy Statement is not intended to be complete and is qualified in its entirety by reference to the

full text of the Amendment No. 2, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 24, 2026, the Company held its 2026

Annual Meeting at which the Company’s stockholders voted on the following five (5) proposals and cast their votes as described below.

These matters are described in detail in the Proxy Statement. As of July 27, 2026, the record date for the 2026 Annual Meeting, there

were 3,567,592 shares of Common Stock outstanding and entitled to vote at the 2026 Annual Meeting. Present in person or by proxy at the

2026 Annual Meeting were 2,155,341 shares of Common Stock, which constituted a quorum.

The final voting results for each item of business

voted upon at the 2026 Annual Meeting, as described in the Proxy Statement, is set forth below.

Proposal 1. Election of Directors Proposal.

The following individual was elected as a Class

I director, to serve until the Company’s 2029 annual meeting of stockholders and until his successor has been duly elected and qualified

with the following votes:

Name of Director

Votes For

Withheld

Broker Non-Votes

Quang X. Pham

1,039,666

14,342

1,101,333

Proposal 2. Auditor Ratification Proposal.

The stockholders ratified and approved the appointment

of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31,

2026 based on the votes listed below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,110,693

39,121

5,527

Proposal 3. Plan Amendment Proposal.

As further described above in Item 5.02 of this Current Report on Form

8-K, the stockholders approved Amendment No. 2 to the 2022 Plan, to increase the number of shares of Common Stock that will be available

for awards under the 2022 Plan by 323,542 shares to 1,000,000 shares (the “Plan Amendment Proposal”), based on the votes listed

below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

694,746

352,409

6,853

1,101,333

Proposal 4. Warrant Exercise Proposal.

The stockholders approved, pursuant to Nasdaq

Rule 5635(d), the issuance of up to 960,000 shares of Common Stock upon the exercise of Series C-1 warrants, which warrants were issued

in connection with a private placement offering that closed on July 1, 2026 (the “Warrant Exercise Proposal”), based on the

votes listed below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,011,206

34,449

8,353

1,101,333

Proposal 5. Adjournment Proposal.

The stockholders approved an adjournment of the 2026 Annual Meeting

to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient

votes for, or otherwise in connection with, the approval of the Plan Amendment Proposal and/or the Warrant Exercise Proposal, based on

the votes listed below.

Votes For

Votes Against

Abstentions

Broker Non-Votes

736,364

315,865

1,779

1,101,333

Notwithstanding the approval of this proposal, because each of the

Plan Amendment Proposal and the Warrant Exercise Proposal received the requisite votes for approval at the 2026 Annual Meeting as convened,

it was not necessary for the Company to adjourn the 2026 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this Current Report on Form

8-K:

Exhibit Number

Exhibit Description

10.1*

Amendment No. 2 to the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan

104

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* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 29, 2026

CADRENAL THERAPEUTICS, INC.

By:

/s/ Quang X. Pham

Name:

Quang X. Pham

Title:

Chairman and Chief Executive Officer

EX-10.1 — AMENDMENT NO. 2 TO THE CADRENAL THERAPEUTICS, INC. 2022 SUCCESSOR EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea030661301ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 2 TO THE

CADRENAL THERAPEUTICS, INC.

2022 SUCCESSOR EQUITY INCENTIVE PLAN

Dated: September 24, 2026

WHEREAS, the Board

of Directors (the “Board”) of Cadrenal Therapeutics, Inc. (the “Company”) heretofore established the Cadrenal

Therapeutics, Inc. 2022 Successor Equity Incentive Plan, as amended (the “Plan”); and

WHEREAS, the Board

desires to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (“Common

Stock”) available for grants of Awards thereunder by 323,542 shares to 1,000,000 shares (this “Amendment No. 2”);

WHEREAS, Section 18

of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is desired or required

by applicable law; and

WHEREAS, the Board

has approved and authorized this Amendment No. 2 to the Plan and has recommended that the stockholders of the Company approve this

Amendment No. 2.

NOW, THEREFORE, BE

IT RESOLVED, subject to and effective upon receipt of the required approval of the Company’s stockholders, the Plan is hereby

amended as follows:

1. Subject to approval of

the Company’s stockholders, the first sentence of Section 2(a) of the Plan is hereby amended to read as follows:

“(a) Share Reserve.

Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the

aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 1,000,000 shares.”

2. Subject to approval of

the Company’s stockholders, Section 2.1(b) of the Plan is hereby amended in its entirety, to read as follows:

“(b) Aggregate Incentive

Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement

any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of

Incentive Stock Options is 1,000,000 shares.”

3. Except as specifically

set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned

has executed this Amendment No. 2 as evidence of its adoption by the Board on the date set forth above.

CADRENAL THERAPEUTICS, INC.

By:

/s/ Quang X. Pham

Name:

Quang X. Pham

Title:

Chief Executive Officer

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