{"url_path":"/sec/cvkd/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1937993/0001213900-26-073213-index.html","accession_number":"0001213900-26-073213","cik":"0001937993","ticker":"CVKD","issuer_name":"Cadrenal Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1937993/0001213900-26-073213-index.html","primary_entity_key":"0001937993","primary_entity_name":"Cadrenal Therapeutics, Inc."},"word_count":786,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**Appointment of CFO**\n\n \n\nOn June 25, 2026, the Board of Directors (the\n“Board”) of Cadrenal Therapeutics, Inc. (the “Company”) appointed John P. Sharp as Interim Chief Financial Officer\nof the Company. In connection with the appointment, Quang X. Pham ceased to serve as the Company’s Interim Chief Financial Officer.\nMr. Sharp’s biography is below. The Company is conducting a search for a permanent Chief Financial Officer.\n\n \n\nMr. Sharp, age 61, is a seasoned finance executive\nwith more than 30 years of experience in financial and business planning and currently serves as a Senior Director at Lohman & Associates.\nHe has served as Chief Financial Officer for several biopharmaceutical companies since April 2007. He has been Chief Financial Officer\nof Skye Bioscience, Inc. since March 31, 2026. From December 2022 to October 2025, he served as Chief Financial Officer of SaNOtize Research\nand Development Corp. Prior to this, he served as Chief Financial Officer of PhaseBio Pharmaceuticals, Inc. from April 2016 to November\n11, 2022; of HUYA Bioscience International, LLC, from March 2014 to December 2015; and of Nasdaq-listed Ligand Pharmaceuticals from April\n2007 to March 2014. He is also a former auditor with PricewaterhouseCoopers LLP. Mr. Sharp received a BS in business administration with\nan emphasis in accounting from San Diego State University and is a certified public accountant (inactive) in California.\n\n \n\nEffective June 25, 2026, in connection with the\nappointment of Mr. Sharp, the Company entered into Scope of Work Number Five (“SOW5”), which sets forth the services to\nbe provided by Mr. Sharp as the Company’s Interim Chief Financial Officer. The SOW5 is subject to the provisions of a Master\nServices Agreement, dated August 21, 2024 (the “Master Services Agreement”), between the Company and Lohman &\nAssociates, Inc. (“L&A”), pursuant to which L&A agreed to provide accounting, business strategy and consulting,\nfractional chief financial officer services, and human resources consulting services to the Company, as more specifically set forth\nin one or more Statements of Work (“SOWs”) issued under the Master Services Agreement and signed by the Company and\nL&A, including SOW5. Pursuant to the Master Services Agreement and SOW5, L&A will bill the Company at a flat rate of\n$455/hour for up to 24 hours per week of Mr. Sharp’s services as the Company’s Interim Chief Financial Officer. Any\nservices above 24 hours in a week, any out-of-scope services, any travel or lodging expenses, any technology or administrative\nsurcharges, and any changes to the hourly rates set forth therein must be approved in writing by the parties.\n\n \n\nExcept as set forth above, there are no arrangements\nor understandings between Mr. Sharp and any other person that resulted in Mr. Sharp's appointment as Chief Financial Officer of the Company.\nMr. Sharp has no family relationships that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related-party\ntransactions between the Company and Mr. Sharp that would require disclosure under Item 404 of Regulation S-K.\n\n \n\nThe foregoing descriptions of the MSA and the\nStatement of Work are not intended to be complete and are subject to and qualified in their entirety by reference to the full text of\nthe MSA and the Statement of Work, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein\nby reference.\n\n \n\n**Resignation of Steven Zelenkofske**\n\n \n\nOn June 28, 2026, Steven Zelenkofske, a Class\nIII member of the Board, notified the Company of his resignation from the Board, effective June 30, 2026. Mr. Zelenkofske’s resignation\nwas not the result of any disagreement with the Company regarding any matter relating to the Company’s operations, policies, or\npractices.\n\n \n\n**Realignment of\nClasses of the Board of Directors**\n\n \n\nIn connection with Dr.\nZelenkofske’s resignation, the Board approved a process to realign its members so that the Board would be divided into three classes\nas nearly equal in size as practicable. Accordingly, on June 29, 2026, Dr. Glynn Wilson resigned as a Class I director. The Board\nappointed him as a Class III director, effective immediately, to serve until the Corporation’s 2028 annual meeting of stockholders,\nor until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. In addition, the Board reappointed\nDr. Wilson to the Audit Committee and the Nominating and Corporate Governance Committee. Dr. Wilson was also appointed to the Compensation\nCommittee. Dr. Wilson will continue to receive the standard compensation available to the Company’s non-employee directors, which,\nfor the fiscal year ending December 31, 2026, is an annual fee of $35,000 for serving on the Board, as well as equity awards from time\nto time.\n\n \n\n1"}