SEC Form SCHEDULE 13D filed by Cadrenal Therapeutics Inc.
$CVKD
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Cadrenal Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
127636207 (CUSIP Number) |
Quang Pham c/o Cadrenal Therapeutics, Inc., 822 A1A North, Suite 306 Ponte Vedra, FL, 32082 (904) 300-0701 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 127636207 |
| 1 |
Name of reporting person
Quang X. Pham | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
421,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7 and 9 include: (i) 218,333 shares of Common Stock owned by the Reporting Person; and (ii) 2,709 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person which are currently exercisable or may be exercised within 60 days of January 23, 2025. Does not include 72,291 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person that are not exercisable within 60 days of January 23, 2025. Rows 8 and 10 include 200,000 shares of Common Stock owned by The PVBQ Living Trust (the "Trust"). The beneficiary of the Trust is Mr. Pham's child and Mr. Pham is the trustee of the Trust and has sole voting and dispositive power with respect to the shares owned by the Trust. Rows 11 and 13 include: (i) 218,333 shares of Common Stock owned by the Reporting Person; (ii) 2,709 shares of Common Stock issuable upon the exercise of stock options held by the Reporting Person which are currently exercisable or may be exercised within 60 days of January 23, 2025; and (iii) 200,000 shares of Common Stock owned by the Trust. Percentage is based on 1,782,486 shares of Common Stock of the Issuer outstanding as of January 23, 2025.
SCHEDULE 13D
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| CUSIP No. | 127636207 |
| 1 |
Name of reporting person
The PVBQ Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
200,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10, 11 and 13 include 200,000 shares of Common Stock owned by The PVBQ Living Trust (the "Trust"). The beneficiary of the Trust is Mr. Pham's child and Mr. Pham is the trustee of the Trust and has sole voting and dispositive power with respect to the shares owned by the Trust. Percentage is based on 1,782,486 shares of Common Stock of the Issuer outstanding as of January 23, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Cadrenal Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
822 A1A North, Suite 306, Ponte Vedra,
FLORIDA
, 32082. |
| Item 2. | Identity and Background |
| (a) | Quang X. Pham (sometimes referred to as the "Reporting Person") and The PVBQ Living Trust (sometimes referred to as the "Trust"). The beneficiary of the Trust is Mr. Pham's child and Mr. Pham is the trustee of the Trust, with sole voting and dispositive power with respect to the shares owned by the Trust. |
| (b) | The address for the principal business office of the Reporting Person and the Trust is: c/o Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 |
| (c) | The Reporting Person is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. |
| (d) | During the past five years, neither the Reporting Person nor the Trust have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, neither the Reporting Person nor the Trust have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in the Reporting Person or the Trust, as applicable, being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. The Trust was formed under the laws of the State of Florida for estate planning purposes. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock reported herein as beneficially owned by the Reporting Person were: (i) purchased with personal funds; or (ii) granted as compensation for the Reporting Person's services as an employee of the Issuer. The shares of Common Stock reported herein as beneficially owned by the Trust were acquired from the Reporting Person as a gift for no consideration. | |
| Item 4. | Purpose of Transaction |
The shares of Common Stock reported herein as beneficially owned by the Reporting Person and the Trust were acquired by the Reporting Person and the Trust, as applicable, for investment purposes.
As Chief Executive Officer of the Issuer and Chairman of its Board of Directors, the Reporting Person will regularly explore potential actions and transactions that may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer.
Except as discussed above in the Reporting Person's capacity as Chief Executive Officer and Chairman of the Board of the Issuer, the Reporting Person does not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The Reporting Person may, from time to time, acquire additional shares of Common Stock (1) by the exercise or vesting of currently held options (See Annex A), (2) by the grant of additional options to the Reporting Person by the Issuer, (3) from time to time in open market purchases for investment purposes if market conditions are favorable, or (4) any combination of the foregoing. The Trust may, from time to time, acquire additional shares of Common Stock as a gift for no consideration. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses set forth in rows 11 through 13 and the related "Comments for Type of Reporting Person" on the cover pages to this Schedule 13D are incorporated by reference into this Item 5. |
| (b) | The responses set forth in rows 7 through 10 and the related "Comments for Type of Reporting Person" on the cover pages to this Schedule 13D are incorporated by reference into this Item 5. |
| (c) | Except as set forth in Annex A, the Reporting Person has not effected any transactions in securities of the Issuer during the past 60 days. The Trust has not effected any transactions in securities of the Issuer during the past 60 days. |
| (d) | As discussed in rows 7 through 10 and the related "Comments for Type of Reporting Person" on the cover pages to this Schedule 13D, certain shares of Common Stock that the Reporting Person may be deemed to own beneficially are held by or on behalf of persons other than the Reporting Person, which other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as indicated in this statement, the Reporting Person and the Trust are not a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer's securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Annex A
Exhibit 2 - Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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