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 14, 2026, Cadrenal Therapeutics, Inc. (the “Company”) entered into a confidential separation agreement and general release (the “Separation Agreement”), dated as of July 9, 2026, with James J. Ferguson III, the Company’s Chief Medical Officer. As previously reported, on July 7, 2026, Dr. Ferguson advised the Board of Directors of the Company of his decision to resign from his position as Chief Medical Officer of the Company, effective July 31, 2026 (the “Separation Date”). The Company continues to conduct a search for Dr. Ferguson’s replacement.
Pursuant to the Separation Agreement, Dr. Ferguson will receive (i) payment of his current salary through the Separation Date; (ii) if Dr. Ferguson chooses to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), payment by the Company of one hundred percent (100%) of his COBRA premiums to continue such coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) through the period starting on the Separation Date and ending six (6) months after the Separation Date (the “COBRA Premium Period”), provided, however, that the Company’s provision of the COBRA Premiums shall immediately cease if during the COBRA Premium Period Dr. Ferguson becomes eligible for group health insurance coverage through a new employer or he ceases to be eligible for COBRA continuation coverage for any reason; and (iii) approved, unreimbursed business expenses. Within seven days of Dr. Ferguson’s execution of the Separation Agreement, he may revoke the terms thereof. Therefore, the Separation Agreement shall not be effective or enforceable until the seven-day revocation period (the “Revocation Period”) has expired and the Company’s obligations to make the COBRA Premiums described above will not commence until a second release is executed on the Separation Date and not revoked during the second seven-day revocation period. The Separation Agreement contains a general release of all claims against the Company and its current and former officers, directors, employees, and agents, and a non-disparagement clause relating to the Company or any released party.
The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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 | |
| 10.1 | Confidential Separation Agreement and General Release, dated as of July 9, 2026, by and between Cadrenal Therapeutics, Inc. and James J. Ferguson III | |
| 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 17, 2026 | CADRENAL THERAPEUTICS, INC. | |
| By: | /s/ Quang X. Pham | |
| Name: | Quang X. Pham | |
| Title: | Chairman and Chief Executive Officer | |
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