Cadrenal Therapeutics Announces Warrant Inducement Agreement and Issuance of New Warrants

PONTE VEDRA, FL – March 31, 2026 – Cadrenal Therapeutics, Inc. (Nasdaq: CVKD), a Delaware corporation focused on innovative therapeutics, has entered into a significant Warrant Inducement Agreement resulting in the issuance of new common stock purchase warrants. This strategic move is intended to strengthen the company’s capital structure and incentivize existing warrant holders to exercise their outstanding warrants.

Key Highlights for Investors

• Warrant Inducement Agreement: Cadrenal Therapeutics has entered into a letter agreement with select holders of existing warrants. Under this inducement, holders are encouraged to exercise their existing warrants, and in exchange, will receive new Series [B-1][B-2] Common Stock Purchase Warrants (“New Warrants”).
• Issuance of New Warrants: The New Warrants represent 200% of the total existing warrants being exercised. This means if a holder exercises 1,000 existing warrants, they would receive 2,000 New Warrants as an inducement.
• Terms of New Warrants:
  • The New Warrants are exercisable for shares of common stock, par value \$0.001 per share.
  • The New Warrants contain a beneficial ownership blocker of either 4.99% or 9.99%, as elected by the holder, helping prevent any holder from becoming a “beneficial owner” of more than these thresholds, as per Section 13(d) of the Exchange Act.
  • The New Warrants are subject to standard terms, including adjustments for stock splits, dividends, and fundamental transactions (such as mergers or asset sales).
  • The New Warrants are transferable, subject to compliance with applicable securities laws.
• Placement Agent Warrants: In addition to the New Warrants issued to exercising holders, Placement Agent Warrants are also to be issued, typically to the financial intermediaries involved in facilitating the transaction.
• Registration Status: The New Warrants, the shares issuable upon exercise (“New Warrant Shares”), Placement Agent Warrants, and the shares issuable upon exercise of Placement Agent Warrants have NOT been registered under the Securities Act and may only be resold pursuant to registration or an applicable exemption.
• Restriction on Further Equity Issuance: The company has agreed that for 15 days after the Closing Date, it will not issue or announce the issuance of additional equity or equity equivalents, with limited exceptions (e.g., employee stock plans and certain strategic transactions).
• Commitment to Nasdaq Compliance: Cadrenal Therapeutics commits to maintaining its listing on the Nasdaq Capital Market, except in the event of a major change of control, merger, or sale of substantially all assets.
• Company Representations: The company affirms that it is current in all SEC filings, is not an issuer identified under Rule 144(i) (the “shell company” rule), has all necessary corporate authority, and does not require additional governmental approval for this transaction, other than routine filings.
• Disclosure Commitment: The company will issue a press release and file a Form 8-K disclosing the material terms of this transaction, ensuring all material, non-public information is made public.

Potential Price-Sensitive Information

• Material Dilution Potential: The inducement of warrant exercise and the issuance of New Warrants at 200% of the warrants exercised can result in a significant increase in the company’s outstanding share count upon exercise. This could lead to shareholder dilution and may impact share value, especially if a substantial portion of these warrants are exercised and subsequently sold into the market.
• No Cashless Settlement Required: The company will not be required to settle the warrants for cash, which preserves cash resources but means all exercises result in share issuance.
• Lock-Up on New Issuances: The 15-day restriction on further equity issuance provides a short-term cap on additional dilution, which may be viewed positively by existing shareholders concerned about near-term dilution. However, after this period, the company may resume issuing equity, subject to market conditions and strategy.
• Accelerated Disclosure: By agreeing to promptly publicly disclose all material terms (via press release and 8-K), the company reduces the risk of information asymmetry and ensures a level playing field for all investors.
• Beneficial Ownership Blocker: The 4.99% or 9.99% beneficial ownership cap may help mitigate the risk of a change of control or an investor accumulating a controlling position without triggering SEC reporting requirements, which could have implications for both governance and market perception.

Summary Table of Exhibits (for Investor Reference)

What Shareholders Should Watch

• The potential dilution from the exercise of both existing and new warrants represents a key risk and opportunity for shareholders. While it increases capital for the company, it also increases the share count.
• Shareholders should monitor subsequent SEC filings, especially the Form 8-K and press releases, for further details on exercise results and the number of shares actually issued.
• The 15-day moratorium on new issuances provides a short window of limited dilution risk, but the company may issue more equity after this period.
• The ongoing listing on Nasdaq Capital Market is positive for liquidity, but any major corporate events (merger, sale, etc.) could impact this status.

Conclusion

This Warrant Inducement Agreement with the issuance of new warrants is a significant development for Cadrenal Therapeutics. It has the potential to both strengthen the company’s capital base and cause meaningful shareholder dilution, depending on how many warrants are exercised. Investors should pay close attention to forthcoming company announcements and SEC filings for updates on execution and the impact on share capital.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their own advisors and consider their own financial situation before making investment decisions.

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