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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): May 25, 2023
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.
On May 25, 2023, Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain employment agreement between the Company and Matthew Szot dated January 24, 2023 (the “Employment Agreement”), the Company’s Chief Financial Officer. The Amendment provides that Mr. Szot’s annual base salary shall be increased to $415,000, effective June 1, 2023. All other terms and conditions of the Employment Agreement remain the same.
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. 1 to Employment Agreement by and between Cadrenal Therapeutics, Inc. and Matthew Szot, dated May 25, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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: May 25, 2023 | CADRENAL THERAPEUTICS, INC. | |
| By: | /s/ Quang Pham | |
| Name: | Quang Pham | |
| Title: | Chairman and Chief Executive Officer | |
2
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of June 1, 2023 (the “Effective Date”), by and between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and Matthew K. Szot (the “Executive”). Together, the Company and the Executive are sometimes referred to as the “Parties”.
WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated January 24, 2023 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the material advantages accruing to the two Parties and the mutual covenants contained herein, and intending to be legally and ethically bound hereby, the Company and Executive, hereby agree to amend the Employment Agreement as of the Effective Date as follows:
1. Compensation. The first sentence of Section 4(a) of the Employment Agreement is hereby deleted and replaced with the following:
The Company will pay Executive an annual salary of $415,000 as compensation for Executive’s services (such annual salary, as is then effective, to be referred to herein as “Base Salary”).
2. No Further Amendment. Except as amended hereby, the Employment Agreement shall remain unmodified and in full force and effective.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in that state, without regard or reference to its principles of conflicts of laws.
4. Headings; Counterparts. The headings contained in this Amendment are inserted for reference purposes only and shall not in any way affect the meaning, construction or interpretation of this Amendment. This Amendment may be executed in two (2) counterparts, each of which, when executed, shall be deemed to be an original, but both of which, when taken together, shall constitute one and the same document. Such counterparts may be executed and delivered by facsimile/e-mail transmission, which shall constitute valid execution and delivery.
IN WITNESS WHEREOF, each of the Company and Executive has executed this Amendment as of the date first above written.
| CADRENAL THERAPEUTICS, INC. | ||||
| By: | /s/ Quang Pham | Dated: May 25, 2023 | ||
| Name: | Quang Pham | |||
| Title: | Chief Executive Officer | |||
| /s/ Matthew K. Szot | Dated: May 25, 2023 | |
| MATTHEW K. SZOT |