PONTE
VEDRA, Fla., July 12,
2023 /PRNewswire/ -- Cadrenal Therapeutics, Inc.,
("Cadrenal" or the "Company") (Nasdaq: CVKD) a biopharmaceutical
company developing tecarfarin, a late-stage novel oral and
reversible anticoagulant (blood thinner) for certain rare medical
conditions, today announced that it has entered into a securities
purchase agreement with certain institutional investors for the
issuance and sale of 4,285,715 of its shares of common stock at a
purchase price of $1.75 per share (or
pre-funded warrant in lieu thereof) in a private placement priced
at-the-market under Nasdaq rules. In addition, the Company has
agreed to issue to the investors in the offering unregistered
warrants (the "warrants") to purchase up to an aggregate of
4,285,715 shares of common stock. The aggregate gross proceeds to
the Company from the private placement is expected to be
approximately $7.5 million. The
offering is expected to close on or about July 14, 2023, subject to the satisfaction of
customary closing conditions. The Company intends to use the net
proceeds from the offering for working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The warrants to be issued in the offering will be exercisable
immediately upon issuance at an exercise price of $1.75 per share and will expire five and
one-half years from the date of issuance.
The unregistered shares of common stock, pre-funded warrants and
warrants sold in the offering described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act") and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the pre-funded warrants and warrants, have not been registered
under the Act or applicable state securities laws.
Accordingly, the shares of common stock, the pre-funded warrants,
the warrants and the shares of common stock underlying the
pre-funded warrants and warrants may not be offered or sold in
the United States absent
registration with the Securities and Exchange Commission ("SEC") or
an applicable exemption from such registration requirements. The
securities were offered only to accredited investors. Pursuant to a
registration rights agreement with the investors, the Company has
agreed to file one or more registration statements with the SEC
covering the resale of the unregistered shares of common stock and
the shares issuable upon exercise of the unregistered pre-funded
warrants and warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Cadrenal Therapeutics, Inc.
Cadrenal
Therapeutics is developing tecarfarin, a
late-stage novel oral and reversible anticoagulant (blood thinner)
with orphan drug and Fast Track designations for the prevention of
systemic thromboembolism (blood clots) of cardiac
origin in patients with end-stage kidney disease, or
ESKD, and atrial fibrillation. Tecarfarin is
specifically designed to leverage a different metabolism pathway
than the oldest and most commonly prescribed Vitamin K
antagonist (warfarin) used in the prevention of
thrombosis. Tecarfarin has been evaluated in eleven
(11) human clinical trials and more than 1,000 individuals. In
Phase 1, Phase 2, and Phase 2/3 clinical trials, tecarfarin
has generally been well-tolerated in both healthy adult
subjects and patients with chronic kidney disease
(CKD). For more information, please
visit: www.cadrenal.com.
Safe Harbor Statement
Any statements contained in this press release about future
expectations, plans, and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute
"forward-looking statements." These statements include statements
regarding the expected closing of the transaction and the intended
use of proceeds. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "should," "target," "will,"
"would" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Actual results may
differ materially from those indicated by such forward-looking
statements as a result of various important factors, including
the uncertainties related to market conditions and the
completion of the offering on the anticipated terms or at all, the
Company's ability to complete its planned Phase 3 trial on time and
achieve desired results and benefits as expected, and the risk
factors described in the Company's Annual Report on Form 10-K for
the year ended December 31, 2022, and the Company's subsequent
filings with the SEC, including subsequent periodic reports on
Forms 10-Q and 8-K. Any forward-looking statements contained in
this press release speak only as of the date hereof and, except as
required by federal securities laws, Cadrenal Therapeutics
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Contact
For more information, please contact:
Cadrenal Therapeutics:
Matthew Szot, CFO
858-337-0766
press@cadrenal.com
Investors:
Lytham Partners, LLC
Robert Blum, Managing Partner
602-889-9700
CVKD@lythampartners.com
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SOURCE Cadrenal Therapeutics, Inc.