UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cadrenal Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
127636 108
(CUSIP Number)
Quang Pham
c/o Cadrenal Therapeutics, Inc.
822 A1A North, Suite 306
Ponte Vedra, Florida 32082
(904) 300-0701
(Name, address and telephone number of person authorized to receive notices and communications)
With a copy to:
Leslie Marlow, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 885-5000
December 31, 2023
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON | |
| Quang X. Pham | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ☐ | ||
| Not applicable | (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER |
| 3,325,000 (1) shares | ||
| 6 | SHARED VOTING POWER | |
| 3,000,000 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 3,325,000 (1) shares | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 3,000,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 6,325,000 shares (1) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 48.57 % (2) | ||
| 12 | TYPE OF REPORTING PERSON | |
| IN | ||
| (1) | Does not include 150,000 shares of common stock issuable upon the exercise of options held by Mr. Pham that are not exercisable within 60 days hereof. |
| (2) | This percentage is calculated based on 13,022,754 shares of Common Stock of the Issuer issued and outstanding as of December 31, 2023. |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON | |
| The PVBQ Living Trust | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ☐ | ||
| Not applicable | (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Florida | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER |
| 0 shares | ||
| 6 | SHARED VOTING POWER | |
| 3,000,000 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 3,000,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,000,000 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 23.04 % (1) | ||
| 12 | TYPE OF REPORTING PERSON | |
| OO (Trust) | ||
| (2) | This percentage is calculated based on 13,022,754 shares of Common Stock of the Issuer issued and outstanding as of December 31, 2023. |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 4 of 7 Pages |
| Item 1(a) |
Name of Issuer:
Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) |
| Item 1(b) |
Address of Issuer’s Principal Executive Offices:
822 A1A North, Suite 306 Ponte Vedra, Florida 32082 |
| Item 2(a) |
Name of Person Filing:
Quang Pham (sometimes referred to as the “Reporting Person”) and The PVBQ Living Trust (sometimes referred to as the “Trust”). The beneficiary of the Trust is Mr. Pham’s child and Mr. Pham is the trustee of the Trust, with has sole voting and disposition power with respect to the shares owned by the Trust. |
| Item 2(b) |
Address of Principal Business Office or, if none, Residence:
The address for the principal business office of the Reporting Person and the Trust is:
c/o Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 |
| Item 2(c) |
Citizenship:
The Reporting Person is a citizen of the United States. The Trust was formed under the laws of the State of Florida. |
| Item 2(d) |
Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”) |
| Item 2(e) |
CUSIP No.:
127636 108 |
| Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is:
Not applicable |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | ☐ | Bank as defined in Section 3(a) (6) of the Exchange Act; | |
| (c) | ☐ | Insurance company as defined in Section 3(a) (19) of the Exchange Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b) (1) (ii) (E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b) (1) (ii) (G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act; | |
| (j) | ☐ | Group, in accordance with Rule 13d-1(b) (1) (ii) (J). |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 5 of 7 Pages |
| Item 4. | Ownership |
As of the close of business on December 31, 2023, the Reporting Person held an aggregate of 6,325,000 shares of Common Stock, which shares include (i) 3,325,000 shares of Common Stock owned by Quang Pham directly; and (ii) 3,000,000 shares of Common Stock owned by The PVBQ Living Trust. The beneficiary of the Trust is Mr. Pham’s child and Mr. Pham is the trustee of the Trust and has sole voting and disposition power with respect to the shares owned by the Trust. The Reporting Person also was issued an option to purchase 150,000 shares of Common Stock on January 18, 2024, of which 0 shares have vested and are exercisable within 60 days of the date of this Report, and which shares are not included in the total shares beneficially owned by the Reporting Person as of December 31, 2023.
The following sets forth in tabular format the share ownership of the Reporting Person as of December 31, 2023:
| (a) | Amount beneficially owned: 6,325,000 shares of Common Stock |
| (b) | Percent of class: 48.57 % |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 3,325,000 shares | |
| (ii) | shared power to vote or to direct the vote: 3,000,000 shares | |
| (iii) | sole power to dispose or to direct the disposition of: 3,325,000 shares | |
| (iv) | shared power to dispose or to direct the disposition of: 3,000,000 shares |
The following sets forth in tabular format the share ownership of the Trust as of December 31, 2023:
| (a) | Amount beneficially owned: 3,000,000 shares of Common Stock |
| (b) | Percent of class: 23.04 % |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 shares | |
| (ii) | shared power to vote or to direct the vote: 3,000,000 shares | |
| (iii) | sole power to dispose or to direct the disposition of: 0 shares | |
| (iv) | shared power to dispose or to direct the disposition of: 3,000,000 shares |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| As discussed in Item 4, certain shares of Common Stock that the Reporting Person may be deemed to own beneficially are held by or on behalf of persons other than the Reporting Person, which other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certifications. |
| Not applicable. |
[signature page follows]
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2024
| /s/ Quang Pham | |
| Quang Pham |
| THE PVBQ LIVING TRUST | ||
| By: | /s/ Quang Pham | |
| Quang Pham | ||
| Trustee | ||
Exhibit 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of February 12, 2024, among Quang Pham and The PVBQ Living Trust (collectively, the “Reporting Persons”).
WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Reporting Persons hereby agree and represent as follows:
| 1. | Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Cadrenal Therapeutics, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Reporting Persons. |
| 2. | Each of the Reporting Persons is responsible for the timely filing of Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such Person contained therein, provided that each such Person is not responsible for the completeness or accuracy of the information concerning any of the other Reporting Persons, unless such Person knows or has reason to believe that such information is inaccurate. |
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.
| /s/ Quang Pham | |
| Quang Pham |
| THE PVBQ LIVING TRUST | ||
| By: | /s/ Quang Pham | |
| Quang Pham | ||
| Trustee | ||