Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Warrant Inducement Agreement and Issuance of New Warrants

On March 31, 2026, Cadrenal Therapeutics, Inc. (the "Company") entered into a warrant inducement letter agreement (the "Inducement Agreement") with a holder (the "Holder") of the Company's warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), issued in a private placement offering that closed on November 4, 2024 (the "Existing Warrants"). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to an aggregate of 571,430 shares of Common Stock, at the adjusted exercise price of $4.50 per share (reduced from the initial exercise price of $16.50 per share). The offer and resale of the shares of Common Stock underlying the Existing Warrants (the "Existing Warrant Shares") have been registered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-283226) (the "Registration Statement"). The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to the Inducement Agreement, will be effective for the issuance or sale, as the case may be, of the Existing Warrant Shares.

The transactions contemplated by the Inducement Agreement is expected to close on April 1, 2026 (the "Closing Date"), subject to the satisfaction of customary closing conditions. The Company will receive aggregate gross proceeds of approximately $2.5 million from the exercise of the Existing Warrants, before deducting placement agent fees and other expenses payable by the Company.

In consideration of the Holder's agreement to exercise the Existing Warrants (the "Warrant Exercise"), at the reduced exercise price of $4.50 per share (which is equal to the Minimum Price, as defined in Rule 5635(d)(1)(A) of The Nasdaq Stock Market, plus $0.25), in accordance with the Inducement Agreement, the Company issued to the Holder new unregistered Series B-1 Common Stock purchase warrants (the "Series B-1 Warrants") to purchase an aggregate of 571,430 shares of Common Stock, equal to 100% of the number of Existing Warrant Shares issued upon exercise of the Existing Warrants, and new unregistered Series B-2 Common Stock purchase warrants (the "Series B-2 Warrants" and, together with the Series B-1 Warrants, the "New Warrants") to purchase an aggregate of 571,430 shares of Common Stock, equal to 100% of the number of Existing Warrant Shares issued upon exercise of the Existing Warrants. The New Warrants are immediately exercisable at an exercise price of $4.50 per share. The shares of Common Stock issuable upon exercise of the New Warrant Shares are hereinafter referred to collectively as the "New Warrant Shares." The Series B-1 Warrants and the Series B-2 Warrants are exercisable for a term of five (5) years and eighteen (18) months, respectively, from the date that the Resale Registration Statement (hereinafter defined) has been declared effective by the Securities and Exchange Commission (the "Commission"). The New Warrants and the New Warrant Shares are being issued in a private placement and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

The Company agreed in the Inducement Agreement to file a registration statement on Form S-3 to register the resale of the New Warrant Shares (the "Resale Registration Statement") as soon as practicable (and in any event within 30 calendar days following the date of the Inducement Agreement), and to use commercially reasonable efforts to have the Resale Registration Statement declared effective by the Commission within 60 days following the date of the Inducement Agreement (or 90 days following the date of the Inducement Agreement in the event of a "limited review" or "full review" by the Commission) and to keep such Resale Registration Statement effective at all times until no Holder owns any New Warrants or New Warrant Shares.

The Company expects to use the net proceeds from the Warrant Exercise for working capital purposes.

Pursuant to the Inducement Agreement, the Company has agreed, with certain limited exceptions, for fifteen days following the Closing Date, not to issue any shares of Common Stock or Common Stock Equivalents (as defined in the New Warrants) or to file any registration statement.

H.C. Wainwright & Co., LLC ("HCW") served as the Company's exclusive placement agent in connection with the Warrant Exercise and other transactions described in the Inducement Agreement. Pursuant to the terms of an engagement letter, dated August 14, 2025, by and between the Company and HCW (the "Engagement Letter"), the Company agreed to: (i) pay to HCW a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants, and (ii) issue to HCW, or its designees, warrants (the "Placement Agent Warrants") to purchase up to 37,143 shares of Common Stock (the "Placement Agent Warrant Shares"), which is equal to 6.5% of the aggregate number of Existing Warrant Shares. The Placement Agent Warrants will have substantially the same terms as the Series B-1 Warrants, except that the Placement Agent Warrants will have an exercise price of $5.625 per share, which is equal to 125% of the exercise price of the New Warrants.