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): October 20, 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 Symbols | | 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 5.07. Submission of Matters to a Vote of Security Holders.
On October 20, 2023, Cadrenal Therapeutics, Inc. (the “Company”), held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) where the Company’s stockholders voted on the following two (2) proposals and cast their votes as described below. These matters are described in detail in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on August 28, 2023 (the “Proxy Statement”).
As of August 25, 2023, the record date of the 2023 Annual Meeting, there were 13,022,754 issued and outstanding shares of common stock entitled to vote at the 2023 Annual Meeting. Present in person or by proxy at the 2023 Annual Meeting were more than thirty-four percent (34%) of the issued and outstanding capital stock entitled to vote at the 2023 Annual Meeting, which constituted a quorum.
The final voting results from the 2023 Annual Meeting for Proposals No. 1 and 2, as described in the Proxy Statement, is set forth below.
Proposal 1. Election of Directors.
The following two (2) individuals were elected as Class I directors, to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:
| Name of Director | | Votes For | | | Withheld | | | Broker Non-Votes | |
| Quang Pham | | | 10,183,242 | | | | 8,560 | | | | 945,722 | |
| Glynn Wilson | | | 10,139,612 | | | | 52,190 | | | | 945,722 | |
Proposal 2. Ratification of the appointment of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
The stockholders ratified and approved the appointment of WithumSmith+Brown, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2023 based on the votes listed below:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 11,126,433 | | | | 10,899 | | | | 192 | | | | 0 | |
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 |
| | | |
| 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: October 23, 2023 | CADRENAL THERAPEUTICS, INC. |
| | |
| | By: | /s/ Quang Pham |
| | Name: | Quang Pham |
| | Title: | Chairman and Chief Executive Officer |
