United States securities and exchange commission logo
August 30, 2022
Quang Pham
Chief Executive Officer
Cadrenal Therapeutics, Inc.
822 A1A North, Suite 320
Ponte Vedra, FL 32082
Re: Cadrenal
Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
23, 2022
CIK No. 0001937993
Dear Mr. Pham:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Risks Related to Ownership of Our Common Stock
Our initial public offering price is substantially higher than the pro
forma as adjusted net tangible
book value per share..., page 45
1. We note your revised
disclosure in response to comment 10, including your disclosure
that pursuant to an
Amended Asset Purchase Agreement with HESP LLC (the
"Amendment") you plan
to issue shares of your common stock at a 40% discount to the
initial public offering
price in lieu of $1.8 million in milestone payments. Please update
this risk factor or
include an additional risk factor disclosure discussing the potential
dilutive impact of the
potential share issuance under the Amendment.
Quang Pham
FirstName LastNameQuang
Cadrenal Therapeutics, Inc. Pham
Comapany
August 30, NameCadrenal
2022 Therapeutics, Inc.
August
Page 2 30, 2022 Page 2
FirstName LastName
Market Opportunity, page 81
2. We note your response to comment 18, including your revised disclosure
on page 81, and
reissue in part. Please revise to the remove the attribution to an
unidentified third-party or
revise your filing to identify such third party and file a consent
from such third-party.
Please see Securities Act Rule 436.
Data Exclusivity, page 84
3. We note your disclosure that "[u]pon approval of tecarfarin by the
FDA, [you] will
receive five years of data exclusivity for [y]our tecarfarin NDA."
Please balance your
disclosure here to clarify that tecarfarin may not be approved by the
FDA. In addition,
please update your disclosure to discuss the type of exclusivity you
believe tecarfarin may
be afforded and balance your disclosure to clearly state that the FDA
may disagree with
your belief or otherwise advise.
Certain Relationships and Related Party Transactions, page 105
4. We note your response to comment 24. Please file the convertible
promissory note with
John Murphy dated March 1, 2022 as an exhibit to the registration
statement. We note the
exhibit previously filed as Exhibit 4.3 appears to be the Form of
Convertible Note dated
March 1, 2022.
Principal Stockholders, page 107
5. Please identify in a footnote to the table all natural persons who
have voting and/or
investment power over the shares held by HESP LLC.
Financial Statements
Notes to Financial Statements
Note 12. Subsequent Events, page F-17
6. Please respond to the following comments with regard to your
subsequent events:
Disclose the date through which subsequent events have been
evaluated
and the nature of this date. Refer to ASC 855-10-50-1
Disclose the August 8, 2022 and August 18, 2022 stock option
grants awarded to
your Acting Chief Medical Officer discussed on pages 100 and 105
Disclose here or in your MD&A the expected accounting for the
elements of your
equity based instrument awards, the July 2022 Notes and the
amendment of the Asset
Purchase Agreement.
Once you have an estimated offering price or range, please explain
to
us how you determined the fair value of the common stock
underlying your equity
issuances and the reasons for any differences between the recent
valuations of your
common stock leading up to the initial public offering and the
estimated offering
price. This information will help facilitate our review of your
accounting for equity
issuances including stock compensation. Please discuss with the
staff how to submit
Quang Pham
Cadrenal Therapeutics, Inc.
August 30, 2022
Page 3
your response.
You may contact Ibolya Ignat at 202-551-3636 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Dillon Hagius at 202-551-7967 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
FirstName LastNameQuang Pham
Division of
Corporation Finance
Comapany NameCadrenal Therapeutics, Inc.
Office of Life
Sciences
August 30, 2022 Page 3
cc: Leslie Marlow
FirstName LastName