Cadrenal Therapeutics, Inc. Common Stock AGM 2026

Please go ahead. Good morning, and thank you for attending Cadrenal Therapeutics 2026 Annual Meeting of Stockholders.

I'm Quang X. Pham, Chairman of the Board and CEO of Cadrenal, and I will serve as the chairperson of this meeting. On behalf of our board of directors and management team, it is my privilege to welcome you to today's meeting and to officially call the 2026 Annual Meeting of the Stockholders to order. We are holding a virtual meeting this year live via webcast. My fellow directors currently serving on the board are virtually in attendance: John Murphy, Dr. Glynn Wilson, and Dr. Lee Golden. Also attending virtually are key members of our management team, including John Sharp, Cadrenal's Interim Chief Financial Officer, and Jeffrey Cole, Cadrenal's Chief Operating Officer. We also have a representative of WithumSmith+Brown, PC, our independent registered public accounting firm, available for questions.

Finally, also joining us virtually today are Leslie Marlow and Jamie L. Plisner of Blank Rome LLP, our outside corporate and securities counsel. John Sharp will act as secretary and inspector of the election. We will now conduct the business portion of the meeting.

Thank you, Quang. As Inspector of Election, I have computed the number of shares represented under the official form of proxy sent to stockholders and the number of shares present at this meeting. I am now able to report that a quorum is present, and the meeting is properly constituted for the transaction of business. The proxies and any substitutes of proxies presented at the meeting are hereby ordered filed with the records of the company. I have executed a certificate as Interim Chief Financial Officer of the company, certifying that the notice of the annual meeting was duly given, a quorum is present, and that all other requirements for holding the meeting have been met. Therefore, this meeting is properly convened, and we can proceed with voting.

Thank you, John. Since a quorum is present, we will now proceed with the formal business of this meeting. First, a few housekeeping items. A general question and answer period will follow the business portion of the meeting. If you have general questions, you may type them in at any time, either before or during that Q&A session, using the text box on your screen. Also, the polls are now open for voting and will remain throughout the business portion of the meeting. We will advise you when the polls are about to close, and we encourage you to vote promptly. Now, moving to the business on the agenda. There are five items for this meeting. As we move through the meeting, I will explain each item of the business.

As I mentioned, the voting tool is open, so anyone who wishes to vote at this meeting may do so now and continue to do so throughout the business portion of the meeting. As we move through an item of business, if you have any questions about that item, please type them in the text box on your screen. We will endeavor to answer any questions about the items of business that are properly before you for a vote. Questions that are not related to the item of business being discussed will be addressed during the general Q&A period following the business portion of the meeting. The submission of questions is subject to the rules of the meeting, which are available as an attachment on the website you used to attend this meeting. Introduction of proposal. The first item of business is the election of one director to serve for the terms specified in the proxy statement.

Currently, Cadrenal's board of directors is divided into three classes: Classes One, Two, and Three. The term of the current Class One director expires at this meeting upon the election and qualification of the successor. The Nominating and Corporate Governance Committee has recommended to the board that Quang X. Pham be nominated, and the board has nominated Quang X. Pham for election to serve as a Class One director for a three-year term, expiring at the 2029 Annual Meeting of Stockholders and continuing until his successor is duly elected and qualified. The board recommends that you vote for this nominee. Are there any questions about this item?

The second item of business is to consider and vote on the ratification of WithumSmith+Brown, PC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors recommends that you ratify this appointment based on the Audit Committee's recommendation. The board recommends that you vote for ratification of WithumSmith+Brown, PC's appointment. Are there any questions regarding this item? The third item of business is to consider and vote on the approval of an amendment to the company's 2022 Successor Equity Incentive Plan as amended to increase the number of shares of common stock available for awards under the 2022 plan by 323,542 shares, bringing the total to 1 million shares. The board believes that the additional shares are necessary to attract, motivate, and retain officers, key employees, non-employee directors, and consultants.

The board recommends that you vote for approval of the plan amendment proposal. Are there any questions regarding this item? The fourth item of business is to consider and vote on approval pursuant to NASDAQ Rule 5635 of the issuance of up to 960,000 shares of the company's common stock upon the exercise of Series C-1 warrants, which were issued in connection with a private placement offering that closed on July 1, 2026. Stockholder approval is required under NASDAQ rules because the number of share issuable exceeds 20% of the company's outstanding shares. The Series C-1 warrants will not be exercisable until such approval is obtained. The board recommends that you vote for approval of the warrant exercise proposal. Are there any questions regarding this item?

The fifth item of business is to consider and vote on the approval of adjournment of the 2026 annual meeting to a later date, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of the plan amendment proposal and/or the warrant exercise proposal. The board recommends that you vote for the adjournment proposal. Are there any questions regarding this item? That concludes the presentation of each business item. The polls will remain open for another minute. Most of you have already authorized a proxy to vote your shares via regular mail, over the internet, or by phone, and we prefer that you continue to vote this way. However, you may vote now by pressing the Vote button if you have not submitted your proxy card or want to change your vote.

The polls will remain open for 60 additional seconds, commencing now. The polls are now closed. We will pause briefly while our inspector of elections tabulates the voting results. Once finished, I ask that the inspector of election please provide me with the preliminary voting results. Thank you, John. Based upon the preliminary result provided me by the inspector of elections, the nominee is declared duly elected as a Class I director of the company. The appointment of WithumSmith+Brown, PC as the company's independent registered public accounting firm for the fiscal year ending on December 31, 2026 is ratified. The amendment to the company's 2022 Successor Equity Incentive Plan as amended to increase the number of shares of common stock available for awards under the 2022 plan by 323,542 shares, bringing the total to 1 million shares is approved.

The issuance of up to 960,000 shares of the company's common stock upon the exercise of Series C-1 warrants pursuant to NASDAQ Rule 5635 is approved. The adjournment of the 2026 annual meeting to a later date, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of the plan amendment proposal and/or the warrant exercise proposal is approved. However, based on the vote to approve Proposal 3 and Proposal 4, we will not adjourn the annual meeting to seek additional votes. The final tabulation of these votes will appear in the Form 8-K that the company will file with the Securities and Exchange Commission within the next four business days. This concludes the official portion of Annual Stockholders Meeting, and it is now adjourned.

We now have a few minutes for questions. We received no questions during the business portion of the meeting. If any stockholder wishes to ask a question, we will pause for a minute so you can enter it now. If there are no further questions, this concludes the 2026 Annual Meeting of Stockholders. Thank you for participating and for your continued support of Cadrenal Therapeutics. We look forward to you joining us again at next year's annual meeting. We have reached the end of our allotted time.