Cadrenal Therapeutics Inc 2025年度报告

NASDAQ: CVKDNASDAQ:CVKD UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ցANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR տTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___Commission file number 001-41596CADRENAL THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) 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. YesտNoց Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesտNoց Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during 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 filingrequirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act: Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesտNoց The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of $12.05 pershare of the registrant’s common stock on June 30, 2025, as reported by the Nasdaq Capital Market on such date, was approximately $24,868,103. As of March 27, 2026, there were 2,506,817 shares of Common Stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None CADRENAL THERAPEUTICS, INC. PagePART I1Item 1.Business3Item 1A.Risk Factors25Item 1B.Unresolved Staff Comments63Item 1C.Cybersecurity63Item 2.Properties63Item 3.Legal Proceedings63Item 4.Mine Safety Disclosures63PART II64Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities64Item 6.[Reserved]65Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations65Item 7A.Quantitative and Qualitative Disclosures About Market Risk67Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure68Item 9A.Controls and Procedures68Item 9B.Other Information69Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections69PART III70Item 10.Directors, Executive Officers and Corporate Governance70Item 11.Executive Compensation77Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions, and Director Independence86Item 14.Principal Accountant Fees and Services87PART IV88Item 15.Exhibits and Financial Statement Schedules88Item 16.Form 10-K Summary88i PART I Forward-Looking Statements This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involvesubstantial risks and uncertainties. The forward-looking statements are contained principally in P