v3.26.1
Equity-Based Compensation
3 Months Ended
Mar. 31, 2026
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. 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 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 March 31, 2026, 264,587 shares remained available for future issuance. All available shares may be utilized toward the grant of any award under the 2022 Plan.

 

There were no options granted during the three months ended March 31, 2026. The assumptions used in the Black-Scholes model are set forth below:

 

    Three Months
Ended March 31,
2026
    Three Months
Ended
March 31,
2025
 
Risk-free interest rate   
-
    4.18%  - 4.40% 
Dividend yield   
-
    
-
 
Expected term (years)   
-
    5.27 - 5.31 
Volatility   
-
    73.0% - 75.4% 

 

Activity under the Plans for the period from December 31, 2025 to March 31, 2026 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, 2025   403,000   $17.41    8.51   $
   -
 
Granted   
-
    
             -
    -    
-
 
Exercised   
-
    
-
    -    
          -
 
Canceled/forfeited/expired   
-
    
-
    -    
-
 
Outstanding at March 31, 2026   403,000   $17.41    8.26   $
-
 
                     
Options vested and exercisable at March 31, 2026   225,222   $16.48    7.89   $
-
 
Options vested and expected to vest as of March 31, 2026   403,000   $17.41    8.26   $
-
 

The weighted average grant date fair value of options granted during the year ended December 31, 2025 was $12.80. At March 31, 2026, the Company had $2.1 million of unrecognized equity-based compensation expense related to stock options, which will be recognized over the weighted average remaining requisite service period of 1.70 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
March 31,
 
   2026   2025 
         
General and administrative  $204,348   $276,830 
Research and development   48,016    271,935 
Total equity-based compensation  $252,364   $548,765