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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
July 23, 2023
Cadrenal Therapeutics, Inc.
(Exact name of registrant as specified in charter)
Delaware |
|
001-41596 |
|
88-0860746 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
822 A1A North, Suite 306
Ponte Vedra, Florida 32082
(Address of principal executive offices and zip
code)
(904) 300-0701
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
|
CVKD |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2023, the Board of Directors (the
“Board”) of Cadrenal Therapeutics, Inc. (the “Company”) increased the size of the Board from four directors to
five directors and appointed Robert Lisicki to serve as a Class II director of the Company to hold office until the first annual meeting
of stockholders held in 2024, at which time his term of office shall expire and a Class II director shall be elected for a full term of
three years, or until his re-election or earlier resignation or removal. Mr. Lisicki was also appointed to serve as a member of the Compensation
Committee of the Board and the Nominating and Corporate Governance Committee of the Board.
Mr. Lisicki, age 56,
currently serves as an independent consultant and advisor to both public and private pharmaceutical and biotechnology companies. From
October 2022 until March 2023, he served as the Chief Executive Officer and board member of InCarda Therapeutics, Inc., a privately held
clinical stage biopharmaceutical company focused on cardiovascular diseases. Previously, he served as Executive Vice President and Chief
Commercial Officer of Arena Pharmaceuticals (“Arena”) from November 2018 until March 2022, when Arena was acquired by Pfizer,
Inc. Prior to joining Arena, Mr. Lisicki served as General Manager, Vice President Cardio-Metabolic and Inflammation at Regeneron Pharmaceuticals,
Inc. from June 2018 to November 2018, leading the Company’s U.S.-based cardiovascular and inflammation business, and Senior Vice
President of Sales and Marketing and Chief Customer Officer at Daiichi Sankyo, Inc. from August 2014 until February 2018, with responsibility
for the company’s U.S.-based cardiovascular and oncology therapeutics. Mr. Lisicki also held several management positions at Amgen
Inc. between 2005 and 2014, including Vice President and General Manager, responsible for a 700+ person sales force in the U.S. His U.S.
leadership experiences included such market shaping products Enbrel and Prolia. During his tenure he also covered several ex-U.S. regions,
and worked as an International Franchise Lead running the development and international strategies and business plans across Amgen’s
portfolio including Nephrology, Cardiology, Bone and Oncology. Mr. Lisicki held various sales and marketing positions at Johnson &
Johnson Corporation. Mr. Lisicki brings over 25 years of experience in biopharmaceutical management, sales and marketing to the Company.
Mr. Lisicki holds a Bachelor of Science degree in Finance and Business Administration from the State University of New York at Albany.
Mr. Lisicki will receive
the standard compensation available to the Company’s current non-employee directors, which for the fiscal year ended December 31,
2023 is an annual fee of $35,000 for serving on the Board. The Board also granted Mr. Lisicki 75,000 stock options to purchase shares
of the Corporation’s common stock, which shall vest 1/3 on August 1, 2024 and thereafter monthly pro rata over 24 months and for
committee service, subject to his continued service as a director through such date.
There are no family relationships
between Mr. Lisicki and any of the Company’s directors or executive officers, nor does Mr. Lisicki have any direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described above, there were
no arrangements or understandings by which Mr. Lisicki was appointed as a member of the Board.
Item 8.01. Other Events.
On July 24, 2023, the Company issued a press release
announcing the appointment of Robert Lisicki to the Board. The press release issued in connection with this announcement is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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 24, 2023 |
CADRENAL THERAPEUTICS, INC. |
|
|
|
By: |
/s/ Quang Pham |
|
Name: |
Quang Pham |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Cadrenal Therapeutics Announces Appointment
of Robert Lisicki to Board of Directors
PONTE VEDRA, Fla., July
24, 2023 -- 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 the appointment of Robert Lisicki to its Board of Directors and Compensation and Nomination/Governance Committees. Lisicki brings
over 25 years of experience in the pharma/biotech sector, including as the Chief Commercial Officer of Arena Pharmaceuticals, where he
provided global visionary leadership for the $6.7 billion growth-stage biopharmaceutical company through their acquisition by Pfizer in
March 2022.
“Robert is a highly
accomplished executive with a proven track record leading rapidly growing clinical-stage public companies, including successes with cardiovascular
therapeutics and strong relationships with life sciences investors. His experience in developing collaborative research agreements with
large pharma across multiple therapeutic areas will be a valuable asset as we look to advance tecarfarin,” said Quang Pham, Chairman
and CEO of Cadrenal. “I look forward to leaning on his executive experience and commercial vision as a member of the Cadrenal board.”
During his time as Chief
Commercial Officer at Arena Pharmaceuticals, Lisicki had a leadership role in more than $8 billion in M&A activities. He regularly
interacted with FDA, EMA, and PDMA on study and protocol designs.
Prior to Arena, Lisicki
was Vice President, General Manager of Inflammation & Immunology and Cardiovascular at Regeneron Pharmaceuticals, where he was responsible
for both commercial and development stage efforts. From 2014 through 2018, Lisicki was Senior Vice President and Chief Customer Officer
of Daichii-Sanyko, where he managed the successful global product launches in Cardiovascular and successful U.S. development in Pain and
Oncology. From 2005 through 2014, he held key global roles with Amgen. Lisicki earned his BS in Finance and Economics from State University
of New York at Albany.
“I
believe Cadrenal Therapeutics is developing a novel and potentially paradigm-changing therapeutic,” said Robert Lisicki. “I
look forward to working with the team to advance the development and value that Tecarfarin may bring to serious and life-threatening diseases.”
Lisicki will occupy a
newly created seat on the Cadrenal Board of Directors.
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 contributions to be derived from the appointment of Robert Lisicki as a member of the board of directors. 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 ability to derive the anticipated benefits
from Mr. Lisicki’s appointment to the Board of Directors 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 Quarterly Reports on Form 10-Q and Current Reports on Form 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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