Cadrenal Therapeutics Inc美股招股说明书(2026-01-02版)

This prospectus relates to the resale from time to time of up to an aggregate of 428,227shares of common stock, par value $0.001 pershare (the “Common Stock”), of Cadrenal Therapeutics, Inc. by the Selling Stockholders identified in this prospectus (the “SellingStockholders”), including their pledgees, assignees, donees, transferees or their respective successors-in-interest consisting of (i)anaggregate of 414,748shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock (the“Common Warrants”) purchased by certain Selling Stockholders (the “Investor Selling Stockholders”) in a private placementtransaction that closed on December16, 2025 (the “Private Placement”) pursuant to the terms of a Securities Purchase Agreementdated as of December15, 2025 (the “Purchase Agreement”) between us and the Investor Selling Stockholders; and (ii) an aggregate of13,479 shares of Common Stock issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued to designees of H.C.Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”) as partial compensation for Wainwright acting as placement agentin connection with the Private Placement. The shares of Common Stock issuable upon exercise of the Common Warrants are referredto as the “Common Warrant Shares,” and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants arereferred to as the “Placement Agent Warrant Shares.” We are filing this registration statement on Form S-1, of which this prospectus forms a part, to fulfill our contractual obligations withthe Selling Stockholders to provide for the resale by the Selling Stockholders of the shares of Common Stock offered hereby. See“Selling Stockholders” beginning on page 14 of this prospectus for more information about the Selling Stockholders. The registrationof the shares of Common Stock to which this prospectus relates does not require the Selling Stockholders to sell any of their shares ofthe Common Stock. We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from thesale or other disposition of the shares of the Common Stock covered hereby. See “Use of Proceeds” beginning on page 8 of thisprospectus. The Selling Stockholders identified in this prospectus, or its pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution”beginning on page 17 of this prospectus for more information about how the Selling Stockholders may sell their respective shares ofCommon Stock. The Selling Stockholders may be deemed “underwriters” within the meaning of Section2(a)(11) of the Securities Actof 1933, as amended. In connection with the Private Placement, we have agreed, pursuant to the terms of the Purchase Agreement, to bear all of the expensesin connection with the registration of the Common Warrant Shares pursuant to this prospectus. The Selling Stockholders will pay orassume all commissions, discounts, fees of underwriters, agents, selling brokers or dealer managers and similar expenses, if any,attributable to their respective sales of the shares of Common Stock. The Common Stock is listed on the Nasdaq Capital Market under the symbol “CVKD.” On December22, 2025, the closing price ofthe Common Stock on the Nasdaq Capital Market was $7.535 per share. Investing in our Common Stock involves risks. You should review carefully the risks and uncertainties described under theheading “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporatedby reference into this prospectus, as described beginning on page 4 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The securities are not being offered in any jurisdiction where the offer is not permitted. The date of this prospectus is December 31, 2025 TABLE OF CONTENTS PageAbout this ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering3Risk Factors4Description of the Registered Direct Offering and the Concurrent Private Placement6Use of Proceeds8Dividend Policy8Determination of the Offering Price8Dilution9Description of Capital Stock10Selling Stockholders14Plan of Distribution17Legal Matters18Experts18Where You Can Find More Information18Incorporation of Certain Information by Reference19 ABOUT THIS PROSPECTUS You should rely only on the informat