Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The Offering

On December 15, 2025, Cadrenal Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named on the signature pages thereto. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) in a registered direct offering, 207,374 shares (the "Shares") of the Company's common stock, $0.001 par value (the "Common Stock"), and, (ii) in a concurrent private placement, unregistered warrants (the "Common Warrants") to purchase up to 414,748 shares of Common Stock (collectively, the "Offering").

The offering price per Share is $10.85. The Shares are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-277835) (the "Registration Statement"), a base prospectus included in the Registration Statement at the time it originally became effective (the "Base Prospectus"), and a prospectus supplement, dated December 15, 2025 (the "Prospectus Supplement"), filed with the Securities and Exchange Commission (the "Commission") on December 16, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act").

The Company expects to receive gross proceeds from the Offering of approximately $2.2 million. The Offering is expected to close on or about December 16, 2025, subject to the satisfaction of customary closing conditions (the "Closing Date").

In connection with the Offering, the Company and each of its directors and officers entered into Lock-Up Agreements, pursuant to which the parties agreed to be subject to a lock-up for a period of 10 days following the Closing Date, subject to certain exceptions. In addition, pursuant to the Purchase Agreement and subject to certain exceptions, the Company agreed not to, until 10 days from the Closing Date, (i) enter into or effect any issuance of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), or (ii) file any new registration statement or any amendment or supplement thereto. The Company also agreed not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement) for a period of one year following the Closing Date, provided however that after 10 days from the Closing Date, the Company may enter into and effect sales pursuant to an at-the-market facility with H.C. Wainwright & Co., LLC (the "Wainwright").

The opinion of Blank Rome LLP regarding the validity of the Shares issued in the Offering is attached as Exhibit 5.1 hereto.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference. Terms of the Common Warrants

The Common Warrants have an exercise price of $10.60 per share. The shares of Common Stock issuable upon the exercise of the Common Warrants are referred to as the "Common Warrant Shares." The Common Warrants are exercisable immediately upon issuance and will expire two years following the effective date of the registration statement registering the resale of the Common Warrant Shares. The Common Warrants and the Common Warrant Shares are not being registered under the Securities Act pursuant to the Registration Statement and the Prospectus Supplement. The Common Warrants and the Common Warrant Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company agreed in the Purchase Agreement to file a registration statement to register the resale of the Common Warrant Shares (the "Resale Registration Statement") within 30 calendar days following the date of the Purchase Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the Commission within 60 calendar days (or, in the event of a full review, 90 calendar days) following the date of the Purchase Agreement.