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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):
February 4, 2025
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 Symbols |
|
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 February 4, 2025, Cadrenal Therapeutics, Inc.
(the “Company”) entered into an employment agreement with James J. Ferguson III (the “Employment Agreement”),
effective as of February 5, 2025 (the “Effective Date”), to employ Dr. Ferguson as the Company’s Chief Medical Officer.
The Employment Agreement provides for (i) an annual base salary of $505,000, (ii) a discretionary annual bonus of up to 40% of his base
salary upon achievement of objectives as may be determined by the Compensation Committee of the Company’s board of directors, and
(iii) a stock option award for 60,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
which options shall vest 25% on March 1, 2026, with the balance vesting pro rata over thirty-six (36) months. Dr. Ferguson is also bound
by confidentiality provisions.
If, after the six month anniversary, but prior
to the one year anniversary, of the Effective Date, the Employment Agreement is terminated by the Company without Cause or by Dr. Ferguson
for Good Reason (as such terms are defined in the Employment Agreement), Dr. Ferguson will be entitled to receive continuation of payment
of his base salary and the payment of his COBRA premiums for a period of six months. On or after the one-year anniversary of the Effective
Date, if the Employment Agreement is terminated by the Company without Cause or by Dr. Ferguson for Good Reason, he will be entitled to
receive continuation of payment of his base salary and the payment of his COBRA premiums for a period of 12 months. The Employment Agreement
also provides for severance payments in connection with a Change of Control (as such term is defined in the Employment Agreement).
The Company also entered into its standard form
of indemnification agreement with Dr. Ferguson.
Dr. Ferguson, age 71, is a well-recognized, industry-leading
academic and clinical expert with over 25 years of experience in the cardiovascular space. Prior to joining the Company he served as the
Chief Medical Officer of Matinas BioPharma Holdings, Inc. from February 2019 until October 2024 and as the Cardiovascular and Bone Therapeutic
Area Head for U.S. Medical Affairs, at Amgen, multinational biopharmaceutical company, from 2016 to 2019. Prior to Amgen Dr. Ferguson
held a number of senior positions at AstraZeneca, a multinational pharmaceutical and biopharmaceutical company, including Vice President
of U.S. Cardiovascular Medical and Scientific External Relations, Therapeutic Area Vice President of Cardiovascular Global Medical Affairs,
U.S. Development Brand Leader for BRILINTA®, and Senior Director, Clinical Research. Before joining AstraZeneca, he was
Vice President of Surgical and Critical Care for The Medicines Company. In addition, Dr. Ferguson had more than 20 years of academic experience
as the Associate Director of Clinical Cardiology Research at the Texas Heart Institute, Co-Director of the Cardiology Fellowship Training
Program at St. Luke’s Episcopal Hospital in Houston, where he was an Associate Professor of Medicine at Baylor College of Medicine,
and a Clinical Assistant Professor at the University of Texas Health Science Center at Houston. Dr. Ferguson has served on the Editorial
Board of numerous peer-reviewed journals and has over 400 publications and book chapters. Dr. Ferguson received his B.A. (cum Laude) in
Biology from Harvard University, his M.D. from the University of Pennsylvania School of Medicine and completed his post-graduate training
at the University of Michigan Medical Center, Ann Arbor, Michigan and Beth Israel Hospital, Boston, Massachusetts.
There are no family relationships between Dr.
Ferguson and any of the Company’s directors or executive officers. In addition, except as set forth above, Dr. Ferguson is not a
party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The description of the Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 4, 2025, the Company terminated
its employment relationship with its Chief Medical Officer, Douglas Losordo, on a mutual amicable basis. On February 7, 2025, the
Company entered into a severance and release letter agreement (the “Severance Agreement”), with Dr. Losordo. Pursuant to
the Severance Agreement, Dr. Losordo will receive (i) a continuation of his base salary for six months, (ii) a lump sum payment
equal to 50% of his annual target cash bonus for fiscal 2025, (iii) reimbursement of COBRA premiums for up to six (6) months, and
(iv) accelerated vesting of all outstanding options issued to him, which shall remain exercisable until their original expiration
date. Within seven days of Dr. Losordo’s execution of the Severance Agreement, he may revoke the terms thereof. Therefore, the
Severance Agreement shall not be effective or enforceable until the seven-day revocation period has expired.
The Severance 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 Severance Agreement
does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Severance Agreement,
a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 8.01. Other Events.
On February 6, 2025, the Company issued a press
release announcing the appointment of Dr. Ferguson as the Company’s Chief Medical Officer. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is 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:
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: February 7, 2025 |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Quang Pham |
| |
Name: |
Quang Pham |
| |
Title: |
Chairman and Chief Executive Officer |
3
Exhibit 10.1
Execution Copy
EMPLOYMENT AGREEMENT
This Employment Agreement
(this “Agreement”) is entered into effective as of February 5, 2025 (the “Effective Date”) by and
between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) and James J. Ferguson III (“Executive”).
Together, Executive and the Company are sometimes referred to as the “Parties.” Capitalized terms not otherwise defined
herein shall have the meanings set forth in Section 9 below.
WHEREAS, the Executive
shall serve as the Company’s Chief Medical Officer commencing on the Effective Date;
WHEREAS, the Company
desires for Executive to continue to provide services to the Company, and wishes to provide Executive with certain compensation and benefits
in return for such services, as set forth in this Agreement; and
WHEREAS, the Company
and Executive desire to enter into this Agreement such that this Agreement provides all of the terms and conditions of Executive’s
employment with the Company as of the Effective Date.
NOW THEREFORE, in consideration
of the material advantages accruing to the two Parties and the mutual covenants contained herein, and intending to be legally and ethically
bound hereby, the Company and Executive:
1. Duties
and Scope of Employment.
(a) Positions
and Duties. Executive will serve, at the pleasure of the Company’s Board of Directors (the “Board”), as Chief
Medical Officer of the Company and shall report to the Company’s Chief Executive Officer. In the capacity of Chief Medical Officer,
Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s
position within the Company. The employment relationship between the Parties shall continue to be governed by the general employment policies
and practices of the Company, as adopted or modified from time to time in the Company’s discretion, except that when the terms of
this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall
control.
(b) Location.
Executive’s primary work location shall be in New Jersey; provided, however, that the Company reserves the
right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary work location
from time to time, and to require reasonable business travel to clinical trial sites, investor meetings, and medical conferences, including
but not limited to the Company’s office in Ponte Vedra, Florida.
(c) Obligations.
During the Employment Term, Executive will devote Executive’s full business efforts and time to the Company and will use good faith
efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability. For the duration of
the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct
or indirect remuneration without the prior approval of the Chief Executive Officer or Board; provided, however, that Executive may, without
the approval of the Board, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set
forth on Schedule A attached hereto, provided such services do not materially interfere with Executive’s obligations to the
Company. After the date of this Agreement, Executive shall seek the approval of the Company’s Compensation Committee before accepting
or seeking any further positions. Executive shall also do the same with any outside paid employment/consulting positions. Executive represents
that Executive is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict
in any way, Executive from fully performing Executive’s services hereunder during Executive’s employment with the Company.
2. At-Will
Employment. Executive and the Company agree that Executive’s employment with the Company constitutes “at-will”
employment. Executive and the Company acknowledge that this employment relationship may be terminated at any time, with or without Cause
(as defined below) or advance notice.
3. Term
of Agreement. This Agreement is effective as of the Effective Date and, and shall continue until terminated in accordance with
Sections 6 and 7 below. The period Executive is employed by the Company under this Agreement is referred to herein as the “Employment
Term.”
4. Compensation.
(a) Base
Salary. The Company will continue to pay Executive an annual salary of $505,000 as compensation for Executive’s services (such
annual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically
in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings. Executive’s
Base Salary will be subject to review by the Compensation Committee of the Board, or any successor thereto (the “Compensation
Committee”) not less than annually, and increases will be made in the discretion of the Compensation Committee. Subsequent changes
in Executive’s Base Salary shall not require an amendment to this Agreement, provided that the change is documented in a resolution
duly adopted by the Compensation Committee.
(b) Target
Cash Bonus. Executive is eligible to earn a target cash bonus of 40% of Executive’s Base Salary (the “Target Cash Bonus”)
for each fiscal year; provided, however, that any Target Cash Bonus actually paid to Executive shall not exceed 100%
of Executive’s Base Salary, except as provided in Section 7(b) below. The exact amount of the Target Cash Bonus shall be determined
by the Compensation Committee of the Board (the “Compensation Committee”) in its sole and absolute discretion based
on achievement of personal and Company target goals that are mutually agreed upon by the Compensation Committee and Executive each fiscal
year. The amount of any Target Cash Bonus and the target goals will be subject to review annually, and such changes shall not require
an amendment to this Agreement; provided, however, that any such changes are documented in a resolution duly adopted by the Compensation
Committee. The Target Cash Bonus, if any, will accrue and be paid on such date as determined by the Board or Compensation Committee, subject
to Executive’s continued service through such date.
(c) Other
Equity Incentive Compensation. Executive shall be eligible to participate in the Company’s equity incentive plans, as in effect
from time to time, and shall be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the
Compensation Committee, in its sole discretion, commensurate with other members of the executive leadership team of the Company and/or
market data. On or after the Effective Date, subject to approval of the Board of Directors, Executive shall be granted an option to purchase
60,000 shares of the Company’s common stock, which options shall vest 25% on the one-year anniversary of the date of grant, with
the balance vesting pro rata over thirty-six (36) months.
(d) Employment
Taxes. All of Executive’s compensation and payments under this Agreement shall be subject to customary withholding taxes and
any other employment taxes as are commonly required to be collected or withheld by the Company.
(e) Stock
Ownership Guidelines. Executive shall be subject to, and shall comply with, the Company’s stock ownership guidelines, including
compliance with its Insider Trading Policy, including the Addendum thereto, and with Section 16 of the Securities Exchange Act of 1934,
as amended.
5. Executive
Benefits
(a) Generally.
Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies, and arrangements
that are applicable to other executive officers of the Company, as such plans, policies, and arrangements may exist from time to time.
(b) Paid
Time Off. Executive will be entitled to accrue paid time off (PTO time) at a rate of twenty (20) days per year. Upon a termination
of Executive’s employment for any reason, Executive shall receive payment for all accrued, unused PTO time.
(c) Benefit
Plans. Commencing March 1, 2025, the Company shall cover 100% of the insurance premiums (medical, dental, and vision) for Executive
and his eligible dependents, if applicable . The Executive shall be entitled to participate in all employee benefit plans and programs
(excluding severance plans, if any) generally made available by the Company to senior executives of the Company, including participation
in a 401K plan, with up to four percent (4%) matching contribution (in accordance with normal Company policy), to the extent permissible
under the general terms and provisions of such plans or programs and in accordance with the provisions thereof including any such eligibility
requirements. The Company may amend, modify or rescind any employee benefit plan or program and/or change employee contribution amounts
to benefit costs without notice in its discretion.
(d) Expenses.
The Company will reimburse Executive for reasonable travel, business entertainment and other expenses incurred by Executive in the furtherance
of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect
from time to time.
6. Termination
of Employment. In addition to any other compensation payable to the Executive pursuant to this Agreement, in the event Executive’s
employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary and any Target Cash
Bonus accrued and unpaid up to the Termination Date, (b) pay for accrued but unused vacation, (c) benefits or compensation as provided
under the terms of any employee benefit and compensation agreements or plans applicable to Executive and under which Executive has a vested
right (including any right that vests in connection the termination of Executive’s employment), (d) unreimbursed business expenses
to which Executive is entitled to reimbursement under the Company’s expense reimbursement policy, and (e) rights to indemnification
Executive may have under the Company’s Articles of Incorporation, as amended from time to time, the Company’s Bylaws, as amended
and/or restated, this Agreement, or Executive’s separate indemnification agreement, as applicable, including any rights Executive
may have under directors and officers insurance policies (items (a) through (e), collectively, the “Accrued Obligations”).
7. Severance.
(a) Termination
Without Cause or Resignation for Good Reason Unrelated to Change of Control.
(i) If
after the six month anniversary of the Effective Date but prior to the one year anniversary of the Effective Date (x) Executive’s
employment with the Company is terminated by the Company without Cause (other than as a result of Executive’s death or Disability),
or (y) Executive resigns for Good Reason (as defined below), then, subject to compliance with the Release Requirement, and provided such
termination or resignation constitutes a Separation from Service, Executive will be eligible to receive the following severance benefits,
to be paid as soon as practical following the Release Effective Date:
(1) Severance
Payment. Continuation of Executive’s Base Salary as in effect immediately before the Termination Date for a period of six (6)
months, subject to required payroll deductions and tax withholdings and payable in installments according to the Company’s regular
payroll schedule beginning after the Release Effective Date. For such purposes, Executive’s Base Salary will be calculated prior
to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason; and
(2) COBRA
Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executive’s COBRA premiums to continue
Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (“COBRA Premiums”)
through the period starting on the Termination Date and ending six (6) months after Termination Date (the “COBRA Premium Period”);
provided, however, that the Company’s provision of the COBRA Premium benefits will immediately cease if during the COBRA Premium
Period Executive becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA
continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s
group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the
Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA
Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716
of the Public Health Service Act), regardless of whether Executive or Executive’s dependents elect or are eligible for COBRA coverage,
the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully taxable cash
payment equal to the applicable COBRA premiums for that month (including the amount of COBRA premiums for Executive’s eligible dependents),
subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium
Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
(ii) If
after the one year anniversary of the Effective Date (x) Executive’s employment with the Company is terminated by the Company without
Cause (other than as a result of Executive’s death or Disability), or (y) Executive resigns for Good Reason (as defined below),
then, subject to compliance with the Release Requirement, and provided such termination or resignation constitutes a Separation from Service,
Executive will be eligible to receive the following severance benefits, to be paid as soon as practical following the Release Effective
Date:
(1) Severance
Payment. Continuation of Executive’s Base Salary as in effect immediately before the Termination Date for a period of twelve
(12) months, subject to required payroll deductions and tax withholdings and payable in installments according to the Company’s
regular payroll schedule beginning after the Release Effective Date. For such purposes, Executive’s Base Salary will be calculated
prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason; and
(2) COBRA
Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executive’s COBRA premiums to continue
Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (“COBRA Premiums”)
through the period starting on the Termination Date and ending twelve (12) months after Termination Date (the “COBRA Premium
Period”); provided, however, that the Company’s provision of the COBRA Premium benefits will immediately cease if during
the COBRA Premium Period Executive becomes eligible for group health insurance coverage through a new employer or Executive ceases to
be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another
employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately
notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay
the COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section
2716 of the Public Health Service Act), regardless of whether Executive or Executive’s dependents elect or are eligible for COBRA
coverage, the Company instead shall pay to Executive, on the first day of each calendar month following the termination date, a fully
taxable cash payment equal to the applicable COBRA premiums for that month (including the amount of COBRA premiums for Executive’s
eligible dependents), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder
of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
(b) Termination
Without Cause or Resignation for Good Reason During Change of Control Period. If at any time during the Change of Control Period,
(i) Executive’s employment with the Company is terminated by the Company without Cause (other than as a result of Executive’s
death or Disability), or (ii) Executive resigns for Good Reason, then, subject to compliance with the Release Requirement, and provided
such termination or resignation constitutes a Separation from Service, Executive will be eligible to receive the following severance benefits
in lieu of (and not in addition to) the severance benefits described in Section 7 (a) above, and provided that Executive satisfies the
Release Requirement and remains in compliance with the terms of this Agreement, to be paid as soon as practical following the Release
Effective Date:
(1) Change
of Control Severance Payment. Executive shall be eligible for a lump sum cash severance payment, to be made as soon as practicable
following the Release Effective Date and subject to required payroll deductions and tax withholdings (the “Change of Control
Severance Payment”), in an amount equal to (i) (x) twelve (12) months of Executive’s Base Salary as in effect immediately
before the Termination Date, plus (y) an amount equal to the Target Cash Bonus for the fiscal year in which the Termination Date occurs.
For
the avoidance of doubt, the Base Salary used in determining Executive’s Change of Control Severance Payment shall be calculated
prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.
(2) Change
of Control COBRA Premiums. If Executive timely elects continued coverage under COBRA, the Company will pay Executive’s COBRA
premiums to continue Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) (the “Change
of Control COBRA Premiums”) for a period of twelve (12) months following the effective date of the Change of Control (the “Change
of Control COBRA Premium Period”); provided that the Company’s provision of the Change of Control COBRA Premium benefits
will immediately cease if during the Change of Control COBRA Premium Period Executive becomes eligible for group health insurance coverage
through a new employer or Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination.
In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during
the Change of Control COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing,
if the Company determines, in its sole discretion, that it cannot pay the Change of Control COBRA Premiums without potentially incurring
financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless
of whether Executive or Executive’s dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive,
on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable Change of
Control COBRA Premiums for that month (including the amount of Change of Control COBRA Premiums for Executive’s eligible dependents),
subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium
Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of the Change of Control COBRA Premiums;
and
(3) Equity
Acceleration and Option Exercise Extension. Upon the Termination Date, (A) all of the outstanding stock options, restricted stock
units or other equity awards Executive holds with respect to the Company’s Common Stock shall accelerate and vest such that 100%
of such equity awards shall be deemed vested and fully exercisable and (B) each of Executive’s then-outstanding stock options shall
remain exercisable until such stock option’s original expiration date.
(c) Termination
by Company for Cause, by Executive without Good Reason. The Company may terminate the Executive’s employment hereunder
at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time
without Good Reason upon thirty (30) days prior written notice to the Company; provided, however, the Company reserves the right, upon
written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s
resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate.
It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not be deemed
a termination by the Company without Cause or otherwise or constitute Good Reason. If Executive’s employment is terminated by the
Company for Cause, by Executive without Good Reason, or due to Executive’s death or Disability, then the Company shall pay the Accrued
Obligations. All further vesting of Executive’s outstanding equity awards will terminate immediately, and Company shall have no
further obligations to Executive under this Agreement.
(d) Termination
Resulting from the Executive’s Death or Disability. As a result of any Disability suffered by the Executive, the Company may,
upon thirty (30) days prior notice to the Executive, terminate the Executive’s employment under this Agreement. The Executive’s
employment shall automatically terminate upon his death. If the Executive’s employment is terminated pursuant to this Section 7(d),
the Executive or the Executive’s estate, as the case may be, shall be entitled to receive, and the Company’s sole obligation
under this Agreement or otherwise shall be to pay or provide to the Executive or the Executive’s estate, as the case may be, the
Accrued Obligations, Accelerated Vesting and a lump sum payment equal to twelve (12) months’ Base Salary (at the rate in effect
immediately prior to the Termination Date) (less applicable withholdings and authorized deductions), to be paid on the next regular payroll
date following the Termination Date.
(e) Termination
by Mutual Agreement of the Parties. Executive’s employment pursuant to this Agreement may be terminated at any time upon mutual
agreement, in writing, signed by both of the Parties. Any such termination of employment shall have the consequences specified in such
writing.
8. Covenants; Conditions to Receipt of Severance; Mitigation.
(a) Non-disparagement.
During the Employment Term and for the twelve (12) months thereafter, Executive will not, and will cause Executive’s relatives,
agents and representatives to not, knowingly disparage, criticize or otherwise make any derogatory statements regarding the Company, its
directors, or its officers, and the Company will not knowingly disparage, criticize or otherwise make any derogatory statements regarding
Executive. The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives
having the rank of Vice President or above and members of the Board. The foregoing restrictions will not apply to any statements that
are made truthfully in response to a subpoena or other compulsory legal process. Moreover, nothing in this agreement prevents you from
discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that
you have reason to believe is unlawful. Payments of severance to Executive, in accordance with Section 7 above, shall immediately
cease, and no further payments shall be made, in the event that Executive breaches the provisions of this Section 8(a).
(b) Release
of Claims. To be eligible for any of the severance benefits provided in Sections 7(a) or 7(b) of this Agreement, Executive must satisfy
the following release requirement (the “Release Requirement”): return to the Company a signed and dated general release
of all known and unknown claims in a termination agreement acceptable to the Company (the “Release”) within the applicable
deadline set forth therein, but in no event later than 45 calendar days following Executive’s termination date, and permit the Release
to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective
Date”). Notwithstanding the foregoing, if the period for satisfaction of the Release Requirement begins in one taxable year
and ends in another taxable year, then the Release Effective Date shall occur no sooner than the first date of such second taxable year.
No severance benefits pursuant to this Agreement will be paid prior to the Release Effective Date. Accordingly, if Executive breaches
the preceding sentence and/or refuses to sign and deliver to the Company an executed Release or signs and delivers to the Company the
Release but exercises Executive’s right, if any, under applicable law to revoke the Release (or any portion thereof), then Executive
will not be entitled to any severance, payment or benefit under this Agreement.
(c) Mitigation.
Payments of severance to Executive, in accordance with Section 7 above, shall immediately cease, and no further payments shall be
made, in the event that Executive materially breaches the PIICA (as defined in Section 11(d) below) (provided, however, that Executive’s
right to future payments will be restored, and any omitted payments will be made to Executive promptly, if the Board in its reasonable
good faith judgment determines that such breach is curable, and Executive cures the breach to the reasonable satisfaction of the Board
within 30 days of having been notified thereof). Executive agrees to cooperate with the Company and to provide timely notice as to Executive’s
activities following a termination without Cause so that the Company may monitor its obligation under this Section 8 and its subsections.
9. Definitions.
For purposes of this Agreement, the
following terms shall have the following meanings:
(a) “Cause”
means the occurrence of any one or more of the following: (i) Executive’s commission of any felony or any crime involving fraud
or dishonesty under the laws of the United States or any state thereof; (ii) Executive’s attempted commission of, or participation
in, a fraud or material act of dishonesty against the Company; (iii) Executive’s intentional, material violation of any contract
or agreement between Executive and the Company (including this Agreement and/or the PIICA); (iv) Executive’s intentional, material
violation of any statutory duty owed to the Company that is not cured within 30 days following the issuance of written notice from the
Company to the Executive reasonably explaining the basis for the Company’s conclusion that said violation has occurred, provided
that notice and opportunity to cure shall not apply where the violation is not reasonably susceptible of cure; (v) Executive’s unauthorized
use or disclosure of the Company’s confidential information or trade secrets; or (vi) Executive’s gross misconduct relating
to the business affairs of the Company. Executive’s termination of employment will not be considered to be for Cause unless it is
approved by a majority vote of the members of the Board of Directors or an independent committee thereof. It is understood that good faith
decisions of Executive relating to the conduct of the Company’s business or the Company’s business strategy will not constitute
“Cause.”
(b) “Change
of Control” means the occurrence of any one or more of the following events: (i) any person (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing
more than 50% of the combined voting power of the Company’s then outstanding securities (other than in connection with a transaction
involving the issuance of securities by the Company the principal purpose of which is to raise capital for the Company); (ii) there is
consummated a merger, consolidation or similar transaction to which the Company is a party and the stockholders of the Company immediately
prior thereto do not own outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving
entity immediately following such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power
of the parent of the surviving entity immediately following such merger, consolidation or similar transaction; or (iii) there is consummated
a sale, lease exclusive license or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries),
other than a sale, lease or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries) to
an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the
Company immediately prior thereto. For the avoidance of doubt, a reincorporation of the Company shall not be deemed a Change of Control.
(c) “Change
of Control Period” means the time period commencing three (3) months before the effective date of a Change of Control and ending
on the date that is twelve (12) months after the effective date of a Change of Control.
(d) “Disability”
means Executive’s absence from Executive’s responsibilities with the Company on a full-time basis for 180 calendar days in
any consecutive 12-month period as a result of Executive’s mental or physical illness or injury shall mean the inability of Executive
to perform Executive’s duties under this Agreement because Executive has become permanently disabled within the meaning of any policy
of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income
insurance covering employees of the Company in force when Executive becomes disabled, the term Disability shall mean the inability of
Executive to perform Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based
upon medical advice or an opinion provided by a licensed physician acceptable to the Board, determines can be expected to result in death
or expected to last for a continuous period of more than four (4) months. Based upon such medical advice or opinion, the determination
of the Board shall be final and binding and the date such determination is made shall be the date of such Disability for purposes of this
Agreement. The Company shall act upon this Section in compliance with the Family Medical Leave Act (if applicable to the Company), the
Americans with Disabilities Act (as amended), and applicable state and local laws.
(e) “Good
Reason” for Executive’s resignation from employment with the Company means the occurrence of any of the following events
without Executive’s prior written consent: (i) a material breach of this Agreement by the Company; (ii) a material reduction (but
not less than 10%) by the Company of Executive’s Base Salary, unless such reduction is part of a reduction program applicable generally
to other executive employees of the Company; (iii) a material reduction in Executive’s duties, authority or responsibilities, taken
as a whole, other than if asked to assume substantially similar duties and responsibilities in a larger entity after a Change of Control
(provided, that a change in job position (including a change in title) or reporting line shall not be deemed a “material reduction”
in and of itself unless Executive’s new duties are materially reduced from the prior duties); or (iv) following a Change of Control,
an involuntary relocation of Executive’s principal place of employment to a place that increases Executive’s one-way commute
by more than 50 miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation.
In order for Executive to resign for Good Reason, each of the following requirements must be met: (w) Executive must provide written notice
to the Board of Executive’s intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s)
that Executive believes constitutes Good Reason, which notice shall describe such condition(s); (x) the Company has not reasonably cured
such event within 30 calendar days following receipt of such written notice (the “Cure Period”); and (z) Executive
actually resigns from all positions Executive then holds with the Company within the first 15 days after expiration of the Cure Period.
(f) “Separation
from Service” has the meaning set forth in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition
thereunder.
(g) “Termination
Date” shall mean the effective date of Executive’s termination of employment with the Company for any reason.
(h) “Transaction
Price” shall mean the per share consideration payable for the Company’s Common Stock in connection with a Change of Control.
10. Indemnification.
Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s bylaws and
Articles of Incorporation, including coverage, if applicable, under any directors and officers insurance policies, with such indemnification
determined by the Board or any of its committees in good faith based on principles consistently applied (subject to such limited exceptions
as the Board may approve in cases of hardship) and on terms no less favorable than provided to any other Company executive officer or
director.
11. Confidential
Information, etc.
(a) Non-Disclosure
of Information. It is understood that the business of the Company is of a confidential nature. During the period of Executive’s
employment with the Company, Executive may receive and/or may secure confidential information concerning the Company or any of the Company’s
affiliates which, if known to competitors thereof, would damage the Company or its said affiliates. Executive agrees that during and after
Executive’s employment, Executive will not, directly or indirectly, divulge, disclose or appropriate to Executive’s own use,
or to the use of any third party, any secret, proprietary or confidential information or knowledge obtained by him during his employment
concerning such confidential matters of the Company or its affiliates, including, but not limited to, information pertaining to contact
information, financial information, research, product plans, products, services, customers, markets, developments, processes, designs,
drawings, business plans, business strategies or arrangements, or intellectual property or trade secrets. Upon termination of Executive’s
employment, Executive shall promptly deliver to the Company all materials of a secret or confidential nature relating to the business
of the Company or any of its affiliates that are, directly or indirectly, in the possession or under the control of Executive. Notwithstanding
the foregoing, pursuant to 18 U.S.C. Section 1833(b), Executive shall not be held criminally or civilly liable under any federal or state
trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law;
or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) Trade
Secrets. Executive acknowledges and agrees that during Executive’s employment and in the course of the discharge of Executive’s
duties, Executive shall have access to and become acquainted with information concerning the operation and processes of the Company, including
without limitation, proprietary, technical, financial, personnel, sales and other information that is owned by the Company and regularly
used in the operation of the Company’s business, and that such information constitutes the Company’s trade secrets. Executive
specifically agrees that Executive shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any
other person or use them in any way, either during Executive’s employment or at any other time thereafter, except as is required
in the course of Executive’s employment hereunder. Executive acknowledges and agrees that the sale or unauthorized use or disclosure
of any of the Company’s trade secrets obtained by Executive during the course of Executive’s employment, including information
concerning the Company’s current or any future and proposed work, services, or products, the fact that any such work, services,
or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Executive
promises and agrees not to engage in any unfair competition with the Company, either during his employment or at any other time thereafter.
Executive further agrees that all files, records, documents, specifications, and similar items relating to the Company’s business,
whether prepared by Executive or others, are and shall remain exclusively the property of the Company and that they shall be removed from
the premises of the Company only with the express prior written consent of the Company’s Chief Executive Officer or his designee.
(c) Cooperation.
Executive agrees to cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including
arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company’s
counsel, Executive’s assistance or cooperation is needed. Executive shall, when requested by the Company, provide testimony or other
assistance and shall travel at the Company’s reasonable request and expense in order to fulfill this obligation.
(d) Proprietary
Inventions and Assignment Agreement. As a condition of employment, Executive shall execute and abide by the Company’s standard
form of Proprietary Information, Invention and Confidentiality Agreement (the “PIICA”), attached hereto as Exhibit
A.
(e) Notwithstanding
the foregoing or anything to the contrary in this Agreement or any other agreement between the Company and Executive, nothing in this
Agreement shall limit Executive’s right to (i) discuss his employment or report possible violations of law or regulation with any
federal government agency or similar state or local agency, or (ii) discuss or disclose information with others regarding the terms and
conditions of his employment or unlawful acts in the Company’s workplace, including but not limited to sexual harassment.
12. Assignment.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive
upon Executive’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm,
corporation, or other business entity, which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all
or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable
pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted
assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void.
13. Notices.
All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on
the date of delivery if delivered personally, (b) one day after being sent overnight by a well-established commercial overnight service,
or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties
or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:
If to the Company:
Cadrenal Therapeutics, Inc.
822 A1A North, Suite 320
Ponte Vedra, Florida 32082
Attn: Quang Pham, Chief Executive Officer
Email: quang.pham@cadrenal.com
If to Executive:
at the last residential address known
by the Company
14. Severability.
If any provision hereof becomes or is declared by a court of competent jurisdiction or an arbitrator to be illegal, unenforceable, or
void, this Agreement will continue in full force and effect without said provision.
15. Governing
Law; Jurisdiction. This Agreement will be deemed to be made in and in all respects will be interpreted, construed and governed
by and in accordance with the law of the State of Delaware without regard to any applicable principles of conflicts of law. This Agreement
shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted. Any and all actions
arising out of this Agreement or Employee’s employment by Company or termination therefrom shall be brought and heard in the state
and federal courts of the State of Delaware and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such
courts. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR
ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE
CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.]
16. Dispute
Resolution; Arbitration Agreement.
(a) Agreement
to Arbitrate All Disputes. To ensure the timely and economical resolution of disputes that may arise between Executive and the
Company, both Executive and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest
extent permitted by applicable law, they will submit solely to final, binding and confidential arbitration any and all disputes, claims,
or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach or enforcement
of this Agreement; or (ii) Executive’s employment with the Company (including but not limited to all statutory claims); or
(iii) the termination of Executive’s employment with the Company (including but not limited to all statutory claims).
By agreeing to this arbitration procedure, both Executive and the Company waive the right to
resolve any such disputes through a trial by jury or judge or through an administrative proceeding.
(b) Arbitrator
Authority. The Arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or cause of
action is subject to arbitration under this Arbitration section and to determine any procedural questions which grow out of such disputes,
claims or causes of action and bear on their final disposition.
(c) Individual
Capacity Only. All claims, disputes, or causes of action under this Arbitration section, whether by Executive or the Company,
must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported
class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator
may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.
To the extent that the preceding sentences in this paragraph are found to violate applicable law or are otherwise found unenforceable,
any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
(d) Arbitration
Process. Any arbitration proceeding under this Arbitration section shall be presided over by a single arbitrator and conducted
by JAMS, Inc. (“JAMS”) in New York, New York under the then applicable JAMS rules for the resolution of employment
disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). Executive
and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The
Arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written
arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (iii)
be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall
pay all JAMS arbitration fees in excess of the amount of court fees that would be required of Executive if the dispute were decided in
a court of law.
(e) Excluded
Claims. This Arbitration section shall not apply to any action or claim that cannot be subject to mandatory arbitration as a
matter of law, including, without limitation, claims for workers’ compensation or unemployment compensation benefits, claims under
an employee benefit or pension plan that specifies a different arbitration procedure, and harassment claims to the extent such claims
are not permitted by applicable law to be submitted to mandatory arbitration and are not preempted by the Federal Arbitration Act (collectively,
the “Excluded Claims”). In the event Executive intends to bring multiple claims, including one of the Excluded
Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.
This Arbitration section also shall not prohibit the filing of an administrative charge to any federal, state or local equal opportunity
or fair employment practices agency, an administrative charge to the National Labor Relations Board, an agency charge or complaint to
exhaust an administrative remedy, or any other charge filed with or communication to a federal, state or local government office, official
or agency.
(f) Injunctive
Relief and Final Orders. Nothing in this Arbitration section is intended to prevent either Executive or the Company from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration
proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly.
(g) Notwithstanding
the foregoing, the Parties shall continue performing their respective obligations under this Agreement while any dispute is being resolved
unless and until such obligations are terminated or expire in accordance with the provisions hereof.
17. Integration.
This Agreement, together with its Exhibits, and the standard forms of equity award grants that describe Executive’s outstanding
equity awards, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all
prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement
will be binding unless in a writing and is signed by duly authorized representatives of the parties hereto. In entering into this Agreement,
no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.
18. Waiver
of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate
as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.
19. Survival.
The PIICA and the Company’s and Executive’s responsibilities under Sections 6 (Termination of Employment), 7 (Severance),
8 (Covenants; Conditions of Receipt of Severance; Mitigation), 9 (Definitions), 10 (Indemnification), 11 (Confidential Information), 12
(Assignment), 13 (Notices), 14 (Severability), and 15 (Governing Law), 16 (Dispute Resolution; Arbitration Agreement), 17 (Integration),
18 (Waiver of Breach), 19 (Survival), 20 (Headings), 21 (Tax Withholding), 22 (Acknowledgment), 23 (Internal Revenue Code Section 409A),
24 (Section 280G; Limitations on Payment) will survive the termination of this Agreement.
20. Headings.
All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.
21. Tax
Withholding. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable
taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees
that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated
by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the
tax and economic consequences of all payments and awards made pursuant to this Agreement.
22. Acknowledgments;
Representations. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from Executive’s
private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is
knowingly and voluntarily entering into this Agreement. Executive represents and warrants that, as of the date he is executing this Agreement,
he is not aware of any events or actions that have occurred since such date that would give rise to his resignation of employment for
Good Reason (as defined and set forth below and in the Prior Agreement or any other agreement relating to his employment). Executive further
acknowledges that, by execution of this Agreement, he is no longer entitled to any of the compensation and/or benefits described in the
Prior Agreement, including but not limited to the benefits described in Section 8(a) of the Prior Agreement.
23. Internal
Revenue Code Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement
satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations
1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) (“Section 409A”), and this Agreement will be construed to the
greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder)
will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes
of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement
(whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly,
each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to
the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a
“specified Executive” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set
forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then to the extent
delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i)
and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the
expiration of the six-month and one day period measured from the date of Executive’s Separation from Service, (ii) the date of Executive’s
death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day
following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 23 shall be
paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement.
No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement
constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance
benefits, the effective date of the Release will not be deemed to have occurred any earlier than the 60th day following the
Separation from Service, regardless of when the Release actually becomes effective. To the extent required to avoid accelerated taxation
and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before
the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and
in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The
Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section
409A and makes no undertaking to preclude Section 409A from applying to any such payment.
24. Section
280G; Limitations on Payment.
(a) If
any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the
excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to
this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be
either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the
Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined
by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and
the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of
the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction
in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding
sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit
for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro
rata (the “Pro Rata Reduction Method”).
(b) Notwithstanding
any provision of Section 24(a) above to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any
portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section
409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition
of taxes pursuant to Section 409A as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible,
the greatest economic benefit for Executive as determined on an after-tax basis; (2) as a second priority, Payments that are contingent
on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future
events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall
be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.
(c) Unless
the Parties agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance
purposes as of the day prior to the effective date of the Change of Control transaction shall perform the foregoing calculations. If the
accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change
of Control, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section
24. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder.
The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder
to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar
days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by
Executive or the Company) or such other time as requested by Executive or the Company.
(d) If
Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 24(a) above and the Internal
Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return
to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 24(a) above) so that no portion of
the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause
(y) of Section 24(a) above, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.
25. Counterparts.
This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute
an effective, binding agreement on the part of each of the undersigned.
[Signature Page Follows]
IN WITNESS WHEREOF,
each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, on the day and year written
below.
| Company: |
|
| |
|
| CADRENAL THERAPEUTICS, INC. |
|
| |
|
| By: |
/s/ Quang Pham |
|
| Name: |
Quang Pham |
|
| Title: |
Chief Executive Officer |
|
| |
|
| Date: February 4, 2025 |
|
| |
|
| Executive: |
|
| |
|
| /s/ James J. Ferguson III |
|
| James J. Ferguson III |
|
| |
|
| Date: January 29, 2025 |
|
SCHEDULE A
NONE
18
Exhibit
10.2
PRIVATE
AND CONFIDENTIAL
BY Email
dlosordo@gmail.com
Douglas Losordo
99 Catherine Road
Scarsdale,
NY 10583
February
4, 2025
Re:
Confidential Severance and Release Letter Agreement
Dear Douglas,
This
letter outlines the terms related to your separation from employment with Cadrenal Therapeutics, Inc. (the “Company”), which
includes its affiliates and related companies or entities, directors, employees, and successors and assigns. It is our goal to assist
you with your employment transition by offering you a severance payment in exchange for you signing this Confidential Severance and Release
Letter Agreement (the “Agreement”). If you wish to accept the terms of this Agreement which follow, please sign and return
it to the Company’s CEO at quang.pham@cadrenal.com within the timeframe indicated below.
1. Separation.
a. Your
last day of employment with the Company is February 4, 2025 (the “Termination Date”).
b. Regardless
of whether or not you execute this Agreement, the Company will (a) pay all accrued and unpaid base salary through the
Termination Date, less all required deductions and withholdings, (b) pay the accrued and unpaid Target Cash Bonus for the fiscal
year ended December 31, 2024 in the amount of $165,538, which amount was determined by the Compensation Committee of the Board of
Directors of the Company to have been earned by you, less all required deductions and withholdings, (c) pay 75 hours of accrued
unused paid time off in the amount of $15,707.63, and (d) reimburse you for any reimbursable business expenses accrued through the
Termination Date, but not yet reimbursed by the Company, in accordance with the Company’s standard payroll practices. You
hereby acknowledge and confirm that the foregoing amounts being paid to you for your Target Cash Bonus for 2024 and any and all
accrued unused paid time off represents payment in full. You understand and agree that, after the Termination Date, you will no
longer be authorized to incur any expense, obligations, or liabilities on behalf of the Company.
c. Your
current health and welfare benefits, if any, will terminate on February 28, 2025. No further benefits will accrue after the Termination
Date. You will separately receive information about the termination of those benefits, and any continuation of those benefits that may
be available to you, under separate cover.
2. Consideration.
In consideration of you executing and not revoking this Agreement, and in accordance with the terms and conditions of your Employment
Agreement with the Company, dated September 21, 2022 (the “Employment Agreement”), attached hereto as Exhibit A, the Company
shall provide you with the following payment and benefits, less all applicable withholdings, deductions, and taxes, as detailed below:
a. Severance
Payment. A payment of $217,812.50, which is equivalent to six (6) months of your base compensation on the Termination Date, less
all required deductions and withholdings (the “Severance Payment”). Payment of the Severance Payment will be made in twelve
(12) equal installments in accordance with the Company’s standard payroll practices on the Company’s first reasonably practicable
regular pay date after the expiration of the revocation period in Paragraph 11(f) below. The Severance Payment is also subject to Section
8(c) of the Employment Agreement;
b. Accrued
Target Cash Bonus. A payment of $87,125, which is equivalent to fifty percent (50%) of your Target Cash Bonus for 2025, less all
required deductions and withholdings (the “Bonus Payment”). Payment of the Bonus Payment will be made in a lump sum in accordance
with the Company’s standard payroll practices on the Company’s first reasonably practicable regular pay date after the expiration
of the revocation period in Paragraph 11(f) below;
c. Equity
Acceleration and Option Exercise Extension. All of the outstanding stock options, restricted stock units or other equity awards you
hold with respect to the Company’s Common Stock, which are set forth on Exhibit B, shall accelerate and vest such that 100% of
such equity awards shall be deemed vested and fully exercisable and each of your then-outstanding stock options shall remain exercisable
until such stock option’s original expiration date; and
d. COBRA
Premium. If you timely elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
the Company will pay your COBRA premiums to continue your coverage (including coverage for your eligible dependents, if applicable) (“COBRA
Premiums”) through the period starting on the Termination Date and ending six (6) months after Termination Date (the “COBRA
Premium Period”); provided, however, that the Company’s provision of the COBRA Premium benefits will immediately cease if
during the COBRA Premium Period you become eligible for group health insurance coverage through a new employer or you cease to be eligible
for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s
group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company
of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums
without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public
Health Service Act), regardless of whether you or your dependents elect or are eligible for COBRA coverage, the Company instead shall
pay to you, on the first day of each calendar month following the termination date, a fully taxable cash payment equal to the applicable
COBRA premiums for that month (including the amount of COBRA premiums for your eligible dependents), subject to applicable tax withholdings
(such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. You may, but are not obligated
to, use such Special Cash Payments toward the cost of COBRA premiums.
Payments
of severance to you, in accordance with this Section 2, shall immediately cease, and no further payments shall be made, in the event
that you materially breach the Proprietary Information, Inventions, and
Confidentiality Agreement dated September 21, 2022 (“Confidentiality Agreement), attached hereto as Exhibit C (provided,
however, that your right to future payments will be restored, and any omitted payments will be made to you promptly, if the Board of
Directors of the Company (the “Board”) in its reasonable good faith judgment determines that such breach is curable, and
you cure the breach to the reasonable satisfaction of the Board within 30 days of having been notified thereof). You agree to cooperate
with the Company and to provide timely notice as to your activities following a termination without Cause so that the Company may monitor
its obligation under this Section 2 and its subsections.
3. Value
of Benefits. You acknowledge that the consideration set forth above is satisfactory and adequate in exchange for the promises and
release of claims herein. You further acknowledge that the consideration described above is more than the Company is required to provide
under its normal policies, practices, or employee benefits plans and represents benefits to which you are not otherwise entitled. You
further acknowledge and agree that you will not receive any payment or benefits from the Company except as specifically provided herein
and any vested benefit to which you may be entitled. You acknowledge that you will have been paid and/or received, to the extent applicable,
all compensation, wages, renumeration, bonuses, commissions, accrued but unused vacation dates, and/or benefits, which are due and payable
as of the date of signature on this Agreement.
4. General
Release of Claims. In consideration of the payments and other benefits described above and the promises contained herein, you hereby
unconditionally release and forever discharge the Company, its officers, directors, employees, agents, insureds, representatives, predecessors,
successors, parents, subsidiaries and related entities (the “Released Parties”) from and against any and all claims, liabilities,
demands and causes of action known or unknown, which you ever had, may have or claim to have against the Released Parties through the
date you execute this Agreement including, but not limited to, all claims that arise out of or relate to your employment with the Company
or the termination of that employment (the “Released Claims”).
You
specifically release the Released Parties from any rights or claims which you may have based upon, to the extent applicable, the Age
Discrimination in Employment Act of 1967, including the Older Workers Benefits Protection Act (“ADEA”), Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security
Act of 1974, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Americans
with Disabilities Act of 1990, the Family Medical Leave Act, the Fair Labor Standards Act, as amended, the Occupational Safety and Health
Act, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the National
Labor Relations Act, the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the
Immigration Reform and Control Act, the New York State Human Rights Law, the New York City Human Rights Law, New York Labor Law,
the New York Executive Law; the New York Wage and Hour Laws, the New York Civil Rights Laws; and the discrimination or retaliation provisions
of the New York State Workers’ Compensation Law, the Florida Civil Rights Act, Florida Whistleblower Protection Act, Florida Workers’
Compensation Law Retaliation Act, Florida Wage Discrimination Law, Florida Minimum Wage Act, Florida Equal Pay Law, Florida AIDS Act,
Florida Discrimination on the Basis of Sickle Cell Trait Law, Florida OSHA, the Florida Constitution, the Florida Fair Housing Act, Florida’s
general labor laws (Fla. Stat. §§ 448.01 to 448.09, Delaware Discrimination in Employment Act, the Delaware Persons With Disabilities
Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware
Fair Employment Practices Act, the Delaware Volunteer Emergency Responders Job Protection Act, Delaware’s social media law, and
all as amended together with all of their respective implementing regulations and/or any other federal, state, or local laws or regulations
prohibiting employment discrimination or which otherwise regulate employment terms and conditions. “Other similar applicable state
and local laws and regulations” shall include any state and/or local laws, statutes and regulations in jurisdictions where you
performed work for the Company or reside and this release is intended to cover all such laws, statutes and regulations; any local, state,
or federal law arising from and/or enacted to address the COVID-19 virus; all wrongful discharge claims, tort claims, defamation claims,
claims for breach of contract whether expressed or implied, common law claims; all claims for wages and benefits, including, without
limitation, salary, bonuses, benefits, sick pay, and vacation pay; all claims for damages, including compensatory and punitive damages;
and all claims for attorneys’ fees and costs, arising in law or equity, whether known, suspected or unknown, and however originating
or existing, from the beginning of time to the date of the execution of this Agreement. This General Release covers claims that you know
about and those that you may not know about up through the date of this General Release. The Company is not waiving its right to any
restitution, recoupment or setoff against you which is permitted by law based on claims released herein.
This
Agreement is intended to be effective as a general release of and bar to all claims as stated in this paragraph. Employee specifically
waives all rights under Section 1542 of the California Civil Code, which section has been fully explained to Employee by Employee’s
counsel (if applicable) and which Employee fully understands. Section 1542 provides as follows:
A
general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the
debtor or released party.
5. Excluded
Claims. Nothing in this Agreement shall be construed as a release or waiver of your or the Company’s right to enforce the terms
of this Agreement. The General Release is not intended to bar any claims that, as a matter of law, whether by statute or otherwise, may
not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, violation of SEC rules, any
right to any vested retirement benefits, and any challenge to the validity of the release of claims under the ADEA as set forth in this
Agreement. Nothing in this Agreement prevents you from filing a charge with the United States Equal Employment Opportunity Commission
(“EEOC”) (or similar state agency) or any other federal or state agency, or participating in any investigation conducted
by the EEOC (or other federal or state agency), although any claims by you or on your behalf) for personal relief from the Company including,
without limitation, reinstatement or monetary damages, are barred. You specifically understand that, in the event a complaint or charge
is filed, you shall personally have no right to any relief whatsoever against the Company, including having no right to reinstatement,
monetary damages or attorneys’ fees.
6. Promise
Not to Sue; Outstanding or Future Disputes. You confirm that you have not directly or indirectly caused or permitted any charge,
complaint, lawsuit, or any other action or proceeding whatsoever to be filed against the Company based on employment with or the termination
of employment with the Company. You further promise never to file any claim, complaint, administrative action, demand for arbitration,
or lawsuit against the Company or allow any other party acting on your behalf to do so based on or asserting any claims relating to employment
with or separation from the Company, or any of the claims released herein, unless pursuant to a validly issued subpoena or court order,
which upon receipt of such instrument, you agree to notify the Company within 72 hours.
7. Return
of Company Property. To the extent you have not done so already, you shall return to the Company all Company property in your possession,
custody or control, including all originals and copies of proprietary and Confidential Information, documents, records, databases, files,
email or other electronically-stored materials, corporate credit card(s), cash advances, unreconciled expense accounts or other money
owed or belonging to the Company, employee identification card(s), keys, access codes, and any other materials or items you may have
in your possession, custody or under your control that relate to the Company or any other Covered Party. Notwithstanding the foregoing,
you may retain possession of the laptop computer for which the Company reimbursed you the cost of, provided however that you agree to
allow the Company’s information technology representative to remove any and all Company information and documentation from such
laptop computer and, provided further, that until such time as any such information and documentation has been removed from the laptop
computer, you agree not to copy, forward, remove or otherwise access such information and documentation.
8. Re-Employment.
You understand, acknowledge, and agree that the Company has no obligation whatsoever to reinstate, recall, reemploy, or rehire you
to any position with the Company and that you agree not to seek reinstatement, recall, re-employment, or rehire with the Company. You
acknowledge and agree that any actions taken pursuant to this provision cannot be used to, and shall not, establish the existence of
or constitute any retaliation by the Company or its agents.
9. Non-Disparagement.
You agree that you shall not, directly or indirectly, at any time, make any statement (whether written, oral, electronic, or otherwise)
or otherwise take any action that would or might reasonably be interpreted as harmful or disparaging to any of the Released Parties.
The Company agrees that it shall not, directly or indirectly, at any time, make any statement (whether written, oral, electronic, or
otherwise) or otherwise take any action that would or might reasonably be interpreted as harmful or disparaging to you. This obligation
of the Company and you includes statements made on the internet and/or social media, including statements made under a pseudonym. For
purposes of the preceding sentence, “disparaging” shall mean any statement or communication, whether verbal or written, that
would tend to lessen the stature or standing of any Released Party or you, as applicable, in the eyes of an ordinary and reasonable person
in the community, but will not preclude you or the Company, as applicable, from making good faith statements about or in the context
of any judicial, administrative, arbitration, mediation or other legal proceeding. The Company also agrees to direct senior leadership
of the Company to adhere to the provisions of this Section 9 with respect to you, provided however, that the Company makes no representations
whatsoever and hereby disclaims any and all liability with regard to any statements that may be made senior management.
10. Messaging.
The Company shall have sole discretion as to the content and timing of any internal or external messaging regarding your separation from
employment. Should you wish to make any public statement regarding your separation from the Company, you must first obtain written approval
as to the contents of that statement from Quang X. Pham. You agree and acknowledge that you shall not contact, attempt to contact, or
have any communications in any matter, with any officer, director, employee, representative, or agent of any customer, vendor, consultant,
provider of services to the Company or regulatory agency of the Company or any subsidiary, affiliate, or other related entity of the
foregoing regarding the Company, including the Company’s products, services, employees, officers, directors or any other aspect
of Company’s business
11. Reaffirmation
of Obligations to the Company. You acknowledge and reaffirm that the covenants contained in Sections 8(a) and 11(a) through (e) of
the Employment Agreement and in your Proprietary Information, Inventions, and Confidentiality Agreement, and such covenants shall remain
in full force and effect. The covenants are incorporated as if fully set forth herein and you reaffirm that the covenants are valid and
enforceable and that you continue to be bound by their terms.
12. ADEA
and Other Acknowledgements. You agree and acknowledge that:
a. The
Company advised you in writing through this Agreement to consult independent legal counsel before signing this Agreement;
b. You
are hereby advised by the Company, and acknowledge that you thus have been so advised in writing, to consult independent legal counsel
of your choice before signing this Agreement. You are entitled to twenty-one (21) days in which to review and consider this Agreement.
If you should decide to accept this Agreement, please sign it below where indicated and return the signed Agreement to the Company, c/o
Quang X. Pham, prior to the expiration of the aforesaid twenty-one (21) day period;
c. You
had an opportunity to review, consider, and discuss the terms of this Agreement;
d. You
have carefully read and fully understand all the provisions of this Agreement;
e. You
have not relied upon any representation or statement, written or oral, that is not set forth in this document prior to executing this
Agreement;
f. You
have seven (7) days following the execution of this Agreement to revoke the terms of this Agreement. Any notice of revocation hereunder
must be made in writing and delivered within seven (7) days of the execution of the Agreement to Quang X. Pham. For this revocation to
be effective, written notice must be received by Quang X. Pham at quang.pham@cadrenal.com no later than the close of business on the
seventh (7th) day after you sign the Agreement. You acknowledge and understand that this Agreement does not become effective and enforceable
until the seven (7) day revocation period has expired;
g. You
acknowledge that by signing below that you have no known workplace injuries or occupational diseases and have been provided and/or have
not been denied any leave requested, allowed, or provided for under the Family and Medical Leave Act, the Americans with Disabilities
Act, the Families First Coronavirus Response Act, and/or any other federal, state or local leave law;
h. You
acknowledge that you have read this Agreement, understand it, and are knowingly and voluntarily entering into it of your own free will.
You understand and agree that this Agreement contains a general release of claims relating to employment and the separation of that employment
against all Released Parties; and
i. You
understand that the release contained in this Agreement does not apply to rights and claims that may arise after you sign this Agreement.
13. No
Admission of Liability. You agree that nothing in this Agreement, its contents, and any payments made under it, will be construed
as an admission of liability on the part of the Company.
14. Entire
Agreement and Modification. This Agreement sets forth the entire understanding and agreement of the parties hereto and supersedes
all prior agreements, understandings and/or compensation and benefit arrangements, with the exception of Sections 8(a) 11(a) through
(e) of the Employment Agreement and the Confidentiality Agreement, which will remain in effect as detailed in Paragraph 10 of this Agreement.
This Agreement may not be modified or amended except by an instrument in writing approved of and executed by both parties.
15. Remedies;
Severability. All remedies at law or in equity shall be available for the enforcement of this Agreement. This Agreement may be pled
as a full bar to the enforcement of any claim which you may have against the Company or any member thereof, or to the enforcement of
any claim which the Company or any member thereof may have against you. If any term or provision of this Agreement other than the General
Release and Promise Not to Sue, shall be held to be invalid or unenforceable for any reason, the validity or enforceability of the remaining
terms or provisions shall not be affected, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.
16.
Duty to Cooperate. You will, upon reasonable notice, cooperate fully with the Company in connection with any proceeding,
arbitration, investigation, inquiry, audit, or other matter in which you have knowledge based on your work for the Company, provided
however that the Company will reimburse you for any reasonable and documented time or travel expenses incurred by you and approved
by the Company pursuant to your obligations under this Section 16.
17. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts
of law principals.
18. Delivery.
This Agreement may be signed and delivered by means of a facsimile or scanned copy with the same binding legal effect as if it were
the original signed version. This Agreement may be fully executed in counterparts, each of which shall be considered an original.
We
thank you for your service to the Company and wish you the best of luck in your future endeavors.
| |
Sincerely, |
| |
|
| |
/s/
Quang X. Pham |
| |
Quang
X. Pham
Chief
Executive Officer
Cadrenal
Therapeutics, Inc. |
IN
WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Agreement.
| |
EMPLOYEE |
| |
|
| |
/s/ Douglas Losordo |
| |
Douglas Losordo |
| |
|
| |
Dated: |
02/07/25 |
| |
CADRENAL THERAPEUTICS, INC. |
| |
|
| |
/s/ Quang X. Pham |
| |
By: |
Quang X. Pham |
| |
Its: |
Chief Executive Officer |
| |
|
|
| |
Dated: |
02/07/25 |
Page
8 of 8
Exhibit
99.1
Cadrenal Therapeutics
Announces Chief Medical Officer Transition to Advance Clinical Development of Tecarfarin
| ● | James J. Ferguson, MD, FACC, FAHA, joins as Chief Medical
Officer |
| ● | Extensive experience provides strong support for advancing
specialized cardiovascular assets, including leading the late-stage clinical development of tecarfarin and other business development
opportunities |
PONTE VEDRA, Fla., February 6, 2025
-- Cadrenal Therapeutics, Inc. (Nasdaq: CVKD), a late-stage biopharmaceutical company focused on the development of specialized
cardiovascular therapies, with the late-stage asset tecarfarin, a new Vitamin K antagonist, today announced a leadership transition appointing,
James J. Ferguson, MD, FACC, FAHA, as its new Chief Medical Officer, effective immediately. Dr. Ferguson is a distinguished medical expert
with over 25 years of leadership in the cardiovascular field and deep expertise in clinical development. Dr. Ferguson will lead the late-stage
clinical development of tecarfarin to include the pivotal trial in LVAD patients and other indications in rare cardiovascular conditions
requiring life-long anticoagulation therapy as well as other business development opportunities to build the Company’s pipeline.
Dr. Ferguson replaces Douglas W. Losordo, MD.
Cadrenal thanks Dr. Douglas Losordo for his contributions to advancing the development of our tecarfarin program.
“We welcome Dr. Ferguson to our team and
are confident that he will play a critical role in driving the late-stage clinical development of tecarfarin and the prioritization of
indications. Dr. Ferguson brings expertise and strong relationships with cardiovascular clinical and scientific thought leadership, which
will be instrumental as we prepare for late-stage clinical development of our tecarfarin program.” said Quang X. Pham, Chief Executive
Officer, Cadrenal Therapeutics, Inc.
Dr. Ferguson joins Cadrenal after serving as Chief
Medical Officer at Matinas BioPharma. Previously, Dr. Ferguson was Head of U.S. Cardiovascular Medical Affairs at Amgen and held several
senior positions at AstraZeneca, including Vice President of US Cardiovascular Medical and Scientific External Relations, Therapeutic
Area Vice President of Cardiovascular Global Medical Affairs, and US Development brand leader for BRILINTA.
“I’m truly honored to be joining Cadrenal
at this exciting and transformative time. I look forward to advancing the late-stage clinical development of tecarfarin and bringing forward
the first innovation in vitamin K-targeted anticoagulation in 70 years. This product could have a truly meaningful impact for patients
in whom there continues to be major unmet medical needs with standard warfarin therapy,” said Dr. Ferguson.
About Cadrenal Therapeutics, Inc.
Cadrenal Therapeutics, Inc. is a late-stage biopharmaceutical company focused on developing specialized therapeutics for rare cardiovascular
conditions. The Company is developing tecarfarin, a vitamin K antagonist (VKA) designed to be a better and safer anticoagulant than warfarin
for individuals with implanted cardiac devices. Cadrenal strives to improve outcomes and reduce major adverse events for these patients.
Although warfarin is widely used off-label for several rare cardiovascular diseases, extensive clinical and real-world data have shown
it to have significant serious side effects. With its innovation, Cadrenal aims to meet the unmet needs of this patient population by
relieving them and their healthcare providers of some of warfarin’s greatest clinical challenges.
Cadrenal is pursuing a product in a pipeline approach
with tecarfarin. Tecarfarin received Orphan Drug designation (ODD) for advanced heart failure patients with implanted left ventricular
assist devices (LVADs). In 2025, the Company plans to initiate a pivotal Phase 3 pivotal trial evaluating tecarfarin versus warfarin for
LVAD patients. The Company also received ODD and fast-track status for tecarfarin in end-stage kidney disease and atrial fibrillation
(ESKD+AFib).
Cadrenal is opportunistically pursuing business
development initiatives with a longer-term focus to build a pipeline of specialized cardiovascular therapies. For more information, visit
www.cadrenal.com and connect with us on LinkedIn.
Safe Harbor
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.” The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,”
“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. These statements include statements regarding the contributions to be made by Dr. Freguson including leading the late-stage clinical
development of tecarfarin to include the pivotal trial in LVAD patients and other indications in rare cardiovascular conditions requiring
life-long anticoagulation therapy as well as other business development opportunities to build the Company’s pipeline, as well as
advancing other indications in rare cardiovascular conditions requiring chronic anticoagulation; playing a critical role in driving the
late stage clinical development of tecarfarin and the prioritization of indications; Dr. Ferguson’s expertise and strong relationships
with cardiovascular clinical and scientific thought leadership being instrumental as the Company prepares for the for late-stage clinical
development of our tecarfarin program s; advancing the late stage clinical development of tecarfarin and bringing forward the first innovation
in vitamin K-targeted anticoagulation in 70 years; the product having a truly meaningful impact for patients in whom there continues to
be major unmet medical needs with standard warfarin therapy ; the Company striving to improve outcomes and reduce major adverse events
for patients; the Company aiming to meet the unmet needs of the patient population by relieving them and their healthcare providers of
some of warfarin’s greatest clinical challenges; and the Company initiating in 2025 a pivotal Phase 3 pivotal trial evaluating tecarfarin
versus warfarin for LVAD patients 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 benefits from the contributions expected to be made by Dr. Ferguson; the
ability to initiate the pivotal Phase 3 clinical trial for tecarfarin in LVAD patients in 2025 and provide improved outcomes; the ability
to enter into collaborations with development partners; the ability of tecarfarin to provide a safer alternative to LVAD patients and
the other risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s
subsequent filings with the Securities and Exchange Commission, 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, the Company specifically disclaims any obligation to update any forward-looking statement,
whether as a result of new information, future events, or otherwise.
###
Contact:
Lisa DeScenza
LaVoieHealthScience
(978) 395-5970
ldescenza@lavoiehealthscience.com
v3.25.0.1
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Cadrenal Therapeutics (NASDAQ:CVKD)
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