Cadrenal Therapeutics Inc美股招股说明书(2026-07-20版)

This prospectus relates to the resale from time to time of up to an aggregate of 2,942,400 shares 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 2,880,000 shares of Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”),series C-1 warrants (the “Series C-1 Warrants”) and series C-2 warrants (the “Series C-2 Warrants” and, together with the Series C-1Warrants, the “Common Warrants”), which Pre-Funded Warrants and Common Warrants were purchased by a certain SellingStockholder (the “Investor Selling Stockholder”) in a private placement transaction that closed on July 1, 2026 (the “PIPETransaction”), pursuant to the terms of a securities purchase agreement, dated as of June 30, 2026 (the “Purchase Agreement”), that weentered into with the Investor Selling Stockholder; and (ii) an aggregate of 62,400 shares of Common Stock issuable upon the exerciseof warrants (the “Placement Agent Warrants”) issued to designees (or their assignees) of H.C. Wainwright & Co., LLC (“Wainwright”or the “Placement Agent”) as partial compensation for Wainwright acting as placement agent in connection with the PIPE Transaction.The Pre-Funded Warrants, the Series C-1 Warrants and the Series C-2 Warrants are collectively referred to as the “Investor Warrants”).The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are referred to as the “Pre-Funded Warrant Shares,”the shares of Common Stock issuable upon exercise of the Series C-1 Warrants are referred to as the “Series C-1 Warrant Shares,” theshares of Common Stock issuable upon exercise of the Series C-2 Warrants are referred to as the “Series C-2 Warrant Shares,” (thePre-Funded Warrant Shares, the Series C-1 Warrant Shares and the Series C-2 Warrant Shares are collectively referred to as the“Investor Warrant Shares”) and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants are referred to asthe “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 15 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 9 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 18 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 PIPE Transaction, we have agreed, pursuant to the terms of the Purchase Agreement, to bear all of the expensesin connection with the registration of the Investor 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 July 17, 2026, the closing price of theCommon Stock on the Nasdaq Capital Market was $2.16 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 4of 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 accurac