UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2025, Robert Lisicki (Class II Director), a member of the board of directors (the “Board”) of Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), notified the Company of his decision to resign from the Board, effective immediately. Mr. Lisicki’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 5.08. Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
The Company currently plans to hold its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) on September 24, 2025. The Company intends to set the record date for determining the shareholders of record who will be entitled to vote at the 2025 Annual Meeting as the close of business on July 28, 2025. The time and location of the 2025 Annual Meeting will be as set forth in the Company’s Annual Meeting Proxy Statement for the 2025 Annual Meeting to be filed with the SEC.
Since the scheduled date of the 2025 Annual Meeting is more than 30 days after the anniversary of the Company’s 2024 annual meeting of stockholders, prior disclosed deadlines regarding the submission of stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the 2025 Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the 2025 Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy for the 2025 Annual Meeting, such proposal must be received by the Company by July 28, 2025. The Company has determined that July 28, 2025 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the 2025 Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than July 28, 2025. The public announcement of an adjournment or postponement of the date of the 2025 Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8.
Timely notice of any director nomination or other proposal that any stockholder intends to present at the 2025 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be received by the Company no later than July 28, 2025, which is 10 days after the filing of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting. In no event shall an adjournment or a postponement of the 2025 Annual Meeting commence a new time period for the giving of timely stockholder’s notice as described above.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by July 28, 2025, which is 10 days after the filing of this Current Report on Form 8-K publicly announcing the date of the 2025 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit Number |
Exhibit Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 18, 2025 | CADRENAL THERAPEUTICS, INC. | |
| By: | /s/ Quang X. Pham | |
| Name: | Quang X. Pham | |
| Title: | Chairman and Chief Executive Officer | |
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