What the changes say
- Accumulated deficit reached $39.0 million with cash insufficient for the next twelve months, threatening going concern status.
- Reliance on the Old Dominion License Agreement puts all rights to lead candidate CAD-1005 at risk.
- Clinical development depends heavily on upcoming FDA review of Phase 3 trial protocols for CAD-1005.
What changed since the prior 10-K
New
- New
Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods
Past financial performance should not be considered a reliable indicator of future results.
- NewRisks Related to Our Financial Position and Need for Capital
Our financial statements have been prepared assuming that we will continue as a going concern
An accumulated deficit of $39.0 million as of December 31, 2025, and a net loss of $13.2 million raise substantial doubt about our ability to continue as a going concern.
- NewRisks Related to Our Financial Position and Need for Capital
Any shutdown of the U.S. federal government may adversely affect our business
A U.S. federal government shutdown could delay SEC filings, public offerings, and regulatory approvals.
- NewRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Our future success depends heavily on FDA review of our Phase 3 trial protocol and commencement of our Phase 3 clinical trial
Our future success depends heavily on FDA review of our Phase 3 trial protocol for CAD-1005 in patients with HIT following our March 2026 EOP2 meeting.
- NewRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
The 12-LOX platform of assets is subject to significant clinical risks that could impede our ability to advance CAD-1005 or our second-generation oral candidates
Our second-generation oral 12-LOX inhibitors are in early development, and our prior Phase 2 trial for CAD-1005 treated only 24 of 60 planned patients.
- NewRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Our business is dependent on the Old Dominion License Agreement, and the termination, non-renewal or failure to maintain that agreement could materially and adversely affect our business, financial condition and prospects
Our business is dependent on the Old Dominion License Agreement to develop and commercialize our lead candidate CAD-1005.
- NewGeneral Company-Related Risks
Use of artificial intelligence in research, development, and commercial activities presents operational, regulatory, ethical, and reputational risks that could adversely affect our business
We increasingly rely on artificial intelligence and machine-learning systems across research, clinical, and commercial operations.
- NewRisks Related to Ownership of Our Common Stock
Even if our product candidates receive FDA approval, there is no guarantee that the trading price of our Common Stock will increase following approval, and in the past, some companies have not necessarily experienced such an increase
FDA approval of our product candidates does not guarantee an increase in our Common Stock trading price.
- NewRisks Related to Ownership of Our Common Stock
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
Claims for indemnification by directors and officers may reduce our available funds to satisfy third-party claims.
Dropped
- DroppedGeneral Company-Related Risks
Global climate change and related regulations could negatively affect our business
- DroppedRisks Related to Ownership of Our Common Stock
Our amended and restated bylaws, provide that we will indemnify our directors and executive officers, in each case to the fullest extent permitted by Delaware law
Reworded
- 78% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Recently enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and to commercialize our product candidates and affect the prices we may obtain
Updated references from tecarfarin to general product candidates regarding legislative and healthcare system changes.
Was: Recently enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize tecarfarin and affect the prices we may obtain
- 73% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
All of our current data for our product candidates are the results of clinical trials conducted by third parties and do not necessarily provide sufficient evidence that our products are viable as potential pharmaceutical products or that we can successfully conduct clinical trials
Added language noting that previous clinical trials conducted by third parties may have used different trial designs, doses, parameters, and endpoints.
Was: All of our current data for our product candidate are the results of clinical trials conducted by third parties and do not necessarily provide sufficient evidence that our products are viable as potential pharmaceutical products
- 63% rewrittenRisks Related to Our Financial Position and Need for Capital
Our cash and the proceeds from our completed financings will only fund our operations for a limited time, and we will need to raise additional capital to fund our planned clinical trials and to support our development and commercialization efforts for our product candidates
Added specific warning that if the FDA requires larger patient numbers or additional clinical trials, financing needs will increase and commercialization will be delayed.
Was: Our cash and the proceeds from our completed financings will only fund our operations for a limited time, and we will need to raise additional capital to fund our planned pivotal Phase 3 clinical trial and to support our development and commercialization efforts for our product candidate, tecarfarin
- 45% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Our business is dependent upon the success of our lead investigational product candidate, CAD-1005, which require additional clinical testing before we can seek regulatory approval and potentially launch commercial sales
Shifted focus from tecarfarin to CAD-1005, specifying a Phase 3 trial for heparin-induced thrombocytopenia with a primary endpoint of reducing thrombotic events.
Was: Our business is dependent upon the success of our investigational product candidate, tecarfarin, which requires additional clinical testing before we can seek regulatory approval and potentially launch commercial sales. We do not own any other product candidates or have any other products in clinical development
- 45% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Orphan drug designation does not translate to approval and, even if we obtain FDA approval, we may not enjoy marketing exclusivity or other expected benefits
Expanded to detail specific orphan drug and Fast Track designations for CAD-1005 and tecarfarin across the FDA and EMA.
- 41% rewrittenRisks Related to Ownership of Our Common Stock
We cannot be assured that we will be able to maintain our listing on the Nasdaq Capital Market
Retained the Nasdaq listing compliance risk regarding the minimum bid price rule without textual changes.
- 39% rewrittenRisks Related to Our Financial Position and Need for Capital
We may not be able to generate revenue or achieve profitability in the future. Our failure to achieve or maintain profitability would likely negatively impact the value of our securities and could prevent us from continuing as a going concern
Updated manufacturing alteration and R&D expense risks from tecarfarin to include CAD-1005 and planned clinical trials.
- 38% rewrittenRisks Related to Our Financial Position and Need for Capital
We have a history of operating losses and expect to continue to incur substantial losses for the foreseeable future. We may never become profitable or, if achieved, be able to sustain profitability
Added a warning that larger patient numbers or additional clinical trials for CAD-1005 will increase financing needs and delay commercialization.
- 36% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
As all of the clinical trials for our product candidates to date were conducted by third parties, we cannot be assured that such clinical trials were in compliance with applicable laws, rules and regulations
Was: As all of our clinical trials to date were conducted by third parties, we cannot be assured that such clinical trials were in compliance with applicable laws, rules and regulations
- 33% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Delays or difficulty in the enrollment of patients in any or all of our clinical trials could increase our development costs and delay completion of our clinical trials and associated regulatory submissions
Was: Delays in the enrollment of patients in any or all of our clinical trials could increase our development costs and delay completion of our clinical trials and associated regulatory submissions
- 32% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
After approval of a product candidate, it will remain subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional risk and expense
Was: After approval of tecarfarin, tecarfarin will remain subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional risk and expense
- 28% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Our product candidates may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success
Was: Our potential future product candidate, tecarfarin, may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success
- 27% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
We currently do not have any long-term supply agreements or commercialization partnerships with third-party manufacturers for the production and distribution of our product candidates and intend to rely upon third parties to produce and distribute them
Was: We currently do not have any long-term supply agreements or commercialization partnerships with third-party manufacturers for the production and distribution of tecarfarin and intend to rely upon third parties to produce and distribute our product candidate
- 26% rewrittenRisks Related to Ownership of Our Common Stock
We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock
- 26% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Fast Track designation by the FDA may not actually lead to a faster development or regulatory review or approval process, and does not assure FDA approval of our product candidate
- 24% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Even if approved, our product candidates may not have labeling that allows us to successfully commercialize it
Was: Even if approved, tecarfarin may not have labeling that allows us to successfully commercialize it
- 22% rewrittenRisks Related to Our Financial Position and Need for Capital
We have a limited operating history upon which to evaluate our ability to commercialize our product candidate
- 22% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
We face substantial competition, which may result in others discovering, developing or commercializing competing products more successfully than we do, or, perhaps obtaining approval before our product and, potentially delaying our approval
- 21% rewrittenRisks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
Our efforts to develop our product candidate may not generate data sufficient to support an application for regulatory approval
All 78 risk factors
Headings as the filing states them, in filing order.
Other
- 01Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periodsNew
Risks Related to Our Financial Position and Need for Capital
- 02Our financial statements have been prepared assuming that we will continue as a going concernNew
- 03Any shutdown of the U.S. federal government may adversely affect our businessNew
- 04We are a clinical development biopharmaceutical company with a limited operating history
- 05We have a limited operating history upon which to evaluate our ability to commercialize our product candidate 22% rewritten
- 06We have a history of operating losses and expect to continue to incur substantial losses for the foreseeable future. We may never become profitable or, if achieved, be able to sustain profitability38% rewritten
- 07We may not be able to generate revenue or achieve profitability in the future. Our failure to achieve or maintain profitability would likely negatively impact the value of our securities and could prevent us from continuing as a going concern39% rewritten
- 08Our cash and the proceeds from our completed financings will only fund our operations for a limited time, and we will need to raise additional capital to fund our planned clinical trials and to support our development and commercialization efforts for our product candidates63% rewritten
- 09We will also need to raise additional capital to expand our business to meet our long-term business objectives
- 10Our need for future financing may result in the issuance of additional securities, which will cause investors to experience dilution
Risks Related to Product Development, Regulatory Approval, Manufacturing, and Commercialization
- 11Our future success depends heavily on FDA review of our Phase 3 trial protocol and commencement of our Phase 3 clinical trialNew
- 12The 12-LOX platform of assets is subject to significant clinical risks that could impede our ability to advance CAD-1005 or our second-generation oral candidates New
- 13Our business is dependent upon the success of our lead investigational product candidate, CAD-1005, which require additional clinical testing before we can seek regulatory approval and potentially launch commercial sales45% rewritten
- 14Our business is dependent on the Old Dominion License Agreement, and the termination, non-renewal or failure to maintain that agreement could materially and adversely affect our business, financial condition and prospectsNew
- 15All of our current data for our product candidates are the results of clinical trials conducted by third parties and do not necessarily provide sufficient evidence that our products are viable as potential pharmaceutical products or that we can successfully conduct clinical trials73% rewritten
- 16As all of the clinical trials for our product candidates to date were conducted by third parties, we cannot be assured that such clinical trials were in compliance with applicable laws, rules and regulations36% rewritten
- 17Our efforts to develop our product candidate may not generate data sufficient to support an application for regulatory approval21% rewritten
- 18Even if we successfully complete our clinical trials, we may not receive regulatory approval for our product candidates, and we may not be able to commercialize our product candidates and our ability to generate revenue will be limited
- 19Orphan drug designation does not translate to approval and, even if we obtain FDA approval, we may not enjoy marketing exclusivity or other expected benefits45% rewritten
- 20Fast Track designation by the FDA may not actually lead to a faster development or regulatory review or approval process, and does not assure FDA approval of our product candidate26% rewritten
- 21Even if we obtain regulatory approval, we will still face ongoing regulatory requirements and our product candidates may face future development and regulatory difficulties
- 22Clinical trials are very expensive, time-consuming and difficult to design and implement
- 23Delays or difficulty in the enrollment of patients in any or all of our clinical trials could increase our development costs and delay completion of our clinical trials and associated regulatory submissions33% rewritten
- 24Even if approved, our product candidates may not have labeling that allows us to successfully commercialize it24% rewritten
- 25If any of our product candidates is approved, our success depends on our commercialization efforts, which may not be achieved. If we are unable to commercialize our product candidate, or experience significant delays in doing so, our business could be materially harmed
- 26Our product candidates may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success28% rewritten
- 27We have never submitted an NDA to the FDA or comparable applications to other regulatory authorities and we may not be successful in achieving approval of our product candidates
- 28After approval of a product candidate, it will remain subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional risk and expense32% rewritten
- 29After approval, our products could be subject to labeling and other restrictions and we may be required to withdraw from the market or be subject to penalties if we fail to comply with regulatory requirements
- 30We are subject, directly or indirectly, to federal and state obligations and regulations applicable to our marketing practices. If we are unable to comply, or have not complied, with such laws, we could face substantial penalties
- 31We currently do not have any long-term supply agreements or commercialization partnerships with third-party manufacturers for the production and distribution of our product candidates and intend to rely upon third parties to produce and distribute them27% rewritten
- 32If the manufacturer upon which we rely fails to comply with stringent regulations, we may face delays in the development and commercialization of, or be unable to meet demand for, our product candidates and may lose potential revenues
- 33We face substantial competition, which may result in others discovering, developing or commercializing competing products more successfully than we do, or, perhaps obtaining approval before our product and, potentially delaying our approval22% rewritten
- 34If serious adverse effects are identified with respect to any of our product candidates or any of our approved products, we may need to modify or abandon our development of that product candidate, discontinue sale of an approved product, or change our labeling to reflect new safety risks
- 35Recently enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and to commercialize our product candidates and affect the prices we may obtain78% rewritten
- 36If we market any of our products in a manner that violates healthcare fraud and abuse laws, or if we violate government price reporting laws, we may be subject to civil or criminal penalties
- 37Our ability to generate product revenues will be diminished if our products sell for inadequate prices or patients are unable to obtain adequate levels of reimbursement
- 38The impact of recent healthcare reform legislation, other changes in the healthcare industry, and in healthcare spending is currently unknown and may adversely affect our business model
- 39Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors, which may adversely affect our future profitability
- 40Any reduction in reimbursement from Medicare, Medicaid or other government programs may result in a similar reduction in payments from private payors, which may adversely affect our future profitability
- 41We currently do not have any distribution, marketing, support and sales capabilities and plan to rely on third-party distribution partners for the distribution, marketing, support and sales of our products which could delay or limit our ability to generate revenue
- 42Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
- 43We intend to establish a sales force to market our product candidates. If we are not successful in doing so, our ability to generate sales and profits will be limited
- 44We plan to rely on collaborations and license arrangements with third parties to commercialize, market and promote our marketed products which may limit our ability to generate revenue and adversely affect our profitability
- 45Our future growth depends, in part, on our ability to penetrate foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties
- 46Global health crises may adversely affect our planned operations
- 47Compliance with governmental regulations regarding the treatment of animals used in research could increase our operating costs, which would adversely affect the commercialization of our products
General Company-Related Risks
- 48If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop our current product candidates or any future product candidates, conduct our clinical trials and commercialize our product candidates or any future products we develop
- 49We will need to increase the size of our organization, and we may experience difficulties in managing this growth
- 50If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit the commercialization of any future products we develop
- 51Our business and operations would suffer in the event of computer system failures
- 52We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks
- 53Use of artificial intelligence in research, development, and commercial activities presents operational, regulatory, ethical, and reputational risks that could adversely affect our businessNew
- 54We may acquire other businesses or form joint ventures or make investments in other companies or technologies that could harm our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense
- 55Changes in general economic or business conditions, including tariff and customs regulations, may have a negative impact on our business
Risks Related to Our Intellectual Property
- 56We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time consuming, and unsuccessful
- 57If we are sued for infringing the intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our product candidates
- 58Changes to the patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products
- 59Obtaining and maintaining our patent protection depends on compliance with various procedural, document submissions, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements
- 60We may not be able to enforce our intellectual property rights throughout the world
- 61All of our issued U.S. and foreign patents with respect to tecarfarin expired in 2024 and, therefore, we no longer have patent protection for tecarfarin
- 62We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property
Risks Related to Ownership of Our Common Stock
- 63An active public trading market for our Common Stock may not be maintained
- 64We cannot be assured that we will be able to maintain our listing on the Nasdaq Capital Market41% rewritten
- 65Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses
- 66Even if our product candidates receive FDA approval, there is no guarantee that the trading price of our Common Stock will increase following approval, and in the past, some companies have not necessarily experienced such an increaseNew
- 67If financial or industry analysts do not publish research or reports about our business or if they issue inaccurate or unfavorable commentary or downgrade our Common Stock, our stock price and trading volume could decline
- 68Our officers and directors exercise significant control over our Company and may be able to control our management and operations, acting in their best interests and not necessarily those of other stockholders
- 69Future sales and issuances of our Common Stock or rights to purchase Common Stock, including pursuant to our equity incentive plans and outstanding warrants, could result in additional dilution of the percentage ownership of our stockholders and could depress the market price of our Common Stock
- 70Anti-takeover provisions in our charter documents, and under Delaware law, could make an acquisition of our company, which may be beneficial to our stockholders, more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Common Stock
- 71Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to usNew
- 72We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Stock
- 73Certain members of our management team have limited experience managing a public company
- 74We have incurred significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives
- 75We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock26% rewritten
- 76Future sales of our Common Stock could cause the market price for our Common Stock to decline
- 77There is no public market for the outstanding warrants
- 78Holders of the outstanding warrants will have no rights as common stockholders with respect to the shares our Common Stock underlying the warrants until such holders exercise their warrants and acquire our Common Stock, except as otherwise provided in the warrants
Other Cadrenal Therapeutics 10-Ks
- FY2024 10-K risk factors71 risks
Clinical-stage biopharmaceutical company dependent entirely on the success and regulatory approval of its sole product candidate, tecarfarin. Requires substantial additional capital to fund upcoming pivotal Phase 3 clinical trials and secure manufacturing. Operates with a limited history and relies heavily on third-party contractors for clinical trials and supply.
Filed Mar 13, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.