Cadrenal Therapeutics Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number001-41596 CADRENAL THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(904)300-0701 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closingprice of a share of the registrant’s common stock on June 30, 2024, as reported by the Nasdaq Capital Market on such date wasapproximately $4,008,255. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or moreof the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does notreflect a determination that certain persons are affiliates of the registrant for any other purpose. As of March 13, 2025, there were1,879,710shares of Common Stock, $0.001 par value per share, outstanding. CADRENAL THERAPEUTICS, INC. PART I Item 1.Business4Item 1A.Risk Factors30Item 1B.Unresolved Staff Comments71Item 1C.Cybersecurity71Item 2.Properties71Item 3.Legal Proceedings71Item 4.Mine Safety Disclosures71 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities72Item 6.[Reserved]73Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations73Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure77Item 9A.Controls and Procedures77Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 Item 10.Directors, Executive Officers and Corporate Governance79Item 11.Executive Compensation87Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters96Item 13.Certain Relationships and Related Transactions, and Director Independence97Item 14.Principal Accountant Fees and Services99 Item 15.Exhibits and Financial Statement Schedules100Item 16.Form 10