Cadrenal Therapeutics Inc美股招股说明书(2026-04-29版)

This prospectus relates to the resale from time to time of up to an aggregate of 1,180,003shares of common stock, par value $0.001per share (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 1,142,860shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock (the“Investor Warrants”) purchased by a certain Selling Stockholder (the “Investor Selling Stockholder”) in a private placementtransaction that closed on April 1, 2026 (the “Warrant Inducement”) pursuant to the terms of a warrant inducement letter agreement,dated as of March 31, 2026 (the “Inducement Agreement”), that we entered into with the Investor Selling Stockholder; and (ii) anaggregate of 37,143 shares of Common Stock issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued todesignees (or their assignees) of H.C. Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”) as partial compensation forWainwright acting as placement agent in connection with the Warrant Inducement. The shares of Common Stock issuable uponexercise of the Investor Warrants are referred to as the “Investor Warrant Shares,” and the shares of Common Stock issuable uponexercise of the Placement Agent Warrants are referred to as the “Placement Agent Warrant Shares.” We are filing this registration statement on Form S-3, 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 13 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 ofCommon 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 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 16 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 Warrant Inducement, we have agreed, pursuant to the terms of the Inducement Agreement, to bear all of theexpenses in connection with the registration of the Investor Warrant Shares pursuant to this prospectus. The Selling Stockholders willpay or assume all commissions, discounts, fees of underwriters, agents, selling brokers or dealer managers and similar expenses, ifany, 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 April 24, 2026, the closing price of theCommon Stock on the Nasdaq Capital Market was $5.50 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 April 29, 2026 TABLE OF CONTENTS PageAbout this ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering3Risk Factors4Description of the Warrant Inducement6Use of Proceeds8Dividend Policy8Determination of the Offering Price8Dilution9Description of Capital Stock10Selling Stockholders13Plan of Distribution16Legal Matters17Experts17Where You Can Find More Information17Incorporation of Certain Information by Reference18 ABOUT THIS PROSPECTUS You should rely only on the information we