v3.25.2
Equity-Based Compensation
6 Months Ended
Jun. 30, 2025
Equity-Based Compensation [Abstract]  
Equity-Based Compensation

Note 7. Equity-Based Compensation

 

The Company adopted the Cadrenal Therapeutics, Inc. 2022 Equity Incentive Plan (the “Initial Plan”), on July 11, 2022, which was later amended and restated on October 16, 2022, for purposes of clarifying the application of certain of the rules of the Initial Plan to awards approved before such amendment and restatement of the Initial Plan and to facilitate the transition to the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan (the “Successor Plan”) for the issuance and approval of awards after consummation of the IPO. On October 16, 2022, the Board adopted and the Company’s stockholders approved the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan (the “2022 Plan”), which is a successor to and continuation of the Initial Plan and became effective on January 19, 2023. Upon the effectiveness of the 2022 Plan, it replaced the Initial Plan, except with respect to awards outstanding under the Initial Plan, and no further awards will be available for grant under the Initial Plan.

 

Subject to certain adjustments, the maximum number of shares of common stock that initially could have been issued under the Initial Plan and 2022 Plan was initially 133,333 shares. The maximum number of shares of common stock that may be issued under the 2022 Plan initially automatically increased on January 1 of each calendar year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, to a number of shares of common stock equal to 20% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however that the board of directors, or the compensation committee, may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock. On January 1, 2024, the maximum number of shares of common stock that may be issued under the 2022 Plan increased to 173,636. On July 29, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the 2022 Plan to increase the number of shares of the Company’s common stock that will be available for awards under the 2022 Plan by 133,333 shares to 306,969 shares and to amend the “evergreen provision” such that the number of reserved shares of common stock available for issuance each year will be 20% of: (i) the shares of common stock outstanding at December 31; plus (ii) the shares of common stock issuable upon exercise of warrants and pre-funded warrants outstanding at December 31. As of June 30, 2025, 40,019 remained available for future issuance. All available shares may be utilized toward the grant of any award under the 2022 Plan.

 

Weighted average assumptions used in the Black-Scholes model are set forth below:

 

    Six Months Ended
June 30,
2025
    Six Months Ended
June 30,
2024
 
Risk-free interest rate   4.18%  - 4.40%   4.09% - 4.83%
Dividend yield   
-
    
-
 
Expected term (years)   5.27-5.31    5.27 - 5.31 
Volatility   73.0% - 75.4%   76.4% - 77.7%

 

Activity under the Plans for the period from December 31, 2024 to June 30, 2025 is set forth below:

 

   Number
Outstanding
   Weighted-Average
Exercise
Price Per
Share
   Weighted-Average
Remaining
Contractual Life
(Years)
   Aggregate
Intrinsic Value
 
Outstanding at December 31, 2024   156,334   $13.20    8.35   $420,720 
Granted   280,000    19.78    9.57    
-
 
Exercised   (3,333)   9.60    
-
    
-
 
Canceled/forfeited/expired   
-
    
-
    
-
    
-
 
Outstanding at June 30, 2025   433,001   $17.48    8.97   $190,834 
                     
Options vested and exercisable at June 30, 2025   150,218   $14.58    8.11   $165,989 
Options vested and expected to vest as of June 30, 2025   433,001   $17.48    8.97   $190,834 

The weighted average grant date fair value of options granted during the six months ended June 30, 2025 was $12.93. At June 30, 2025, the Company had $3.2 million of unrecognized equity-based compensation expense related to stock options, which will be recognized over the weighted average remaining requisite service period of 2.35 years. The Company settles employee stock option exercises with newly issued shares of common stock.

  

Total equity-based compensation expense and the allocation of equity-based compensation for the periods presented below were as follows:

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2025   2024   2025   2024 
                 
General and administrative  $505,018   $96,268   $781,847   $163,297 
Research and development   87,626    96,852    359,562    192,554 
Total equity-based compensation  $592,644   $193,120   $1,141,409   $355,851