Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to 2021 Stock Incentive Plan

On July 29, 2024, Cadrenal Therapeutics, Inc. (the "Company"), held its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). At the 2024 Annual Meeting, the Company's stockholders approved an amendment to the Company's 2022 Successor Equity Incentive Plan (the "2022 Plan") to increase the number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") that will be available for awards under the 2022 Plan by 2,000,000 shares to 4,604,550 shares and to amend the "evergreen provision" such that the number of reserved shares of Common Stock available for issuance each year will be 20% of: (i) the shares of Common Stock outstanding at December 31; plus (ii) the shares of Common Stock issuable upon exercise of warrants and pre-funded warrants outstanding at December 31 (the "2022 Plan Amendment Proposal"). A description of the 2022 Plan is set forth in the Company's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on June 11, 2024, in the section entitled "PROPOSAL 5: AMENDMENT TO THE CADRENAL THERAPEUTICS, INC. 2022 SUCCESSOR EQUITY INCENTIVE PLAN," which is incorporated herein by reference.

The summary of the 2022 Plan included in the Proxy Statement is not intended to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.