UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2021 Stock Incentive Plan
On July 29, 2024, Cadrenal Therapeutics, Inc. (the “Company”), held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2022 Successor Equity Incentive Plan (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 2,000,000 shares to 4,604,550 shares and to amend the “evergreen provision” such that the number of reserved shares of Common Stock available for issuance each year will be 20% of: (i) the shares of Common Stock outstanding at December 31; plus (ii) the shares of Common Stock issuable upon exercise of warrants and pre-funded warrants outstanding at December 31 (the “2022 Plan Amendment Proposal”). A description of the 2022 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on June 11, 2024, in the section entitled “PROPOSAL 5: AMENDMENT TO THE CADRENAL THERAPEUTICS, INC. 2022 SUCCESSOR EQUITY INCENTIVE PLAN,” which is incorporated herein by reference.
The summary of the 2022 Plan 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 2022 Plan, 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 July 29, 2024, the Company held its 2024 Annual Meeting at which the Company’s stockholders voted on the following six (6) proposals and cast their votes as described below. These matters are described in detail in the Proxy Statement. As of June 6, 2024, the record date of the 2024 Annual Meeting, there were 16,008,469 shares of Common Stock issued and outstanding and entitled to vote at the 2024 Annual Meeting. Present in person or by proxy at the 2024 Annual Meeting were 11,847,608 shares of Common Stock, representing more than thirty-four percent (34%) of the issued and outstanding capital stock entitled to vote at the 2024 Annual Meeting, which constituted a quorum.
The final voting results for each item of business voted upon at the 2024 Annual Meeting, as described in the Proxy Statement, is set forth below.
Proposal 1. Election of Directors.
The following two (2) individuals were elected as Class II directors, to serve until the Company’s 2027 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 | |||
| John Murphy | 9,501,791 | 204,537 | 2,141,280 | |||
| Robert Lisicki | 9,361,117 | 345,211 | 2,141,280 |
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, 2024.
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, 2024 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 11,656,697 | 36,059 | 154,852 | 0 |
Proposal 3. Approval of an amendment to the Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split.
The stockholders approved an amendment to the Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split at a ratio of 1-for-2 to 1-for-20, with the ratio within such range to be determined at the discretion of the Board, based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 11,315,128 | 522,800 | 9,680 | 0 |
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Proposal 4. Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock.
The stockholders approved an amendment to the Certificate of Incorporation to increase the number of shares of Common Stock from 75,000,000 to 125,000,000, at the discretion of the Board, based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,830,396 | 1,007,309 | 9,903 | 0 |
Proposal 5. Approval of an amendment to the 2022 Plan to increase the number of shares of Common Stock available for issuance and to amend the “evergreen provision”.
The stockholders approved an amendment to the 2022 Plan to increase the number of shares of Common Stock that will be available for awards under the 2022 Plan by 2,000,000 shares to 4,604,550 shares and to amend the “evergreen provision” such that the number of reserved shares of Common Stock available for issuance each year will be 20% of: (i) the shares of Common Stock outstanding at December 31; plus (ii) the shares issuable upon exercise of warrants and pre-funded warrants outstanding at December 31, based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,217,328 | 363,062 | 125,938 | 2,141,280 |
Proposal 6. Approval of an adjournment of the 2024 Annual Meeting, if necessary, to permit further solicitation and vote of proxies.
The stockholders approved an adjournment of the 2024 Annual Meeting, if necessary, to permit further solicitation and vote of proxies in the event there were not sufficient votes in favor of Proposals 3, 4 and/or 5, based on the votes listed below. However, such an adjournment was not necessary in light of the approval of Proposals 3, 4 and 5 at the 2024 Annual Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,889,857 | 777,726 | 180,025 | 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 | |
| 10.1 | Amendment to the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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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: July 31, 2024 | CADRENAL THERAPEUTICS, INC. | |
| By: | /s/ Quang Pham | |
| Name: | Quang Pham | |
| Title: | Chairman and Chief Executive Officer | |
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