Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Cadrenal Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
127636 108
(CUSIP Number)
John Raymond Murphy
c/o Cadrenal Therapeutics, Inc.
822 A1A North, Suite 306
Ponte Vedra, Florida 32082
(904) 300-0701
(Name, address and telephone number of person authorized to receive notices and communications)
With a copy to:
Leslie Marlow, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 885-5000
December 31, 2023
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSON | |
| John Raymond Murphy | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER |
| 714,795 | ||
| 6 | SHARED VOTING POWER | |
| 0 | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 714,795 | ||
| 8 | SHARED DISPOSITIVE POWER | |
| 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 714,795 (1) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
|
|
||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.49% (2) | ||
| 12 | TYPE OF REPORTING PERSON | |
| IN | ||
| (1) | Includes: (i) 614,792 shares of common stock; (ii) 83,337 shares of common stock issuable upon the exercise of options granted to Mr. Murphy on July 11, 2022; and (iii) 16,666 shares of common stock issuable upon the exercise of options granted to Mr. Murphy on January 18, 2024 that have vested or will vest and be exercisable within 60 days of December 31, 2023. | |
| (2) | This percentage is calculated based on 13,022,754 shares of Common Stock of the Issuer issued and outstanding as of December 31, 2023. |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 3 of 5 Pages |
| Item 1(a) | Name of Issuer: | |
| Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”) | ||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | |
| 822 A1A North, Suite 306 | ||
| Ponte Vedra, Florida 32082 | ||
| Item 2(a) | Name of Person Filing: | |
| John Raymond Murphy (sometimes referred to as the “Reporting Person”). | ||
| Item 2(b) | Address of Principal Business Office or, if none, Residence: | |
| c/o Cadrenal Therapeutics, Inc. | ||
| 822 A1A North, Suite 306 | ||
| Ponte Vedra, Florida 32082 | ||
| Item 2(c) | Citizenship: | |
| The Reporting Person is a citizen of the United States. | ||
| Item 2(d) | Title of Class of Securities: | |
| Common Stock, par value $0.001 per share (“Common Stock”) | ||
| Item 2(e) | CUSIP No.: | |
| 127636 108 | ||
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | ☐ | Bank as defined in Section 3(a) (6) of the Exchange Act; | |
| (c) | ☐ | Insurance company as defined in Section 3(a) (19) of the Exchange Act; | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b) (1) (ii) (E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b) (1) (ii) (G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act; | |
| (j) | ☐ | Group, in accordance with Rule 13d-1(b) (1) (ii) (J). |
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 4 of 5 Pages |
| Item 4. | Ownership |
As of the close of business on December 31, 2023, the Reporting Person beneficially owned (i) 614,792 shares of common stock; (ii) 83,337 shares of common stock issuable upon the exercise of options granted to Mr. Murphy on July 11, 2022; and (iii) 16,666 shares of common stock issuable upon the exercise of options granted to Mr. Murphy on January 18, 2024 that have vested or will vest and be exercisable within 60 days of December 31, 2023.
The following sets forth in tabular format the share ownership of the Reporting Person as of December 31, 2023:
| (a) | Amount beneficially owned: 714,795 shares of Common Stock |
| (b) | Percent of class: 5.49% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: | |
| 714,795 shares | ||
| (ii) | shared power to vote or to direct the vote: | |
| 0 shares | ||
| (iii) | sole power to dispose or to direct the disposition of: | |
| 714,795 shares | ||
| (iv) | shared power to dispose or to direct the disposition of: | |
| 0 shares |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
[signature page follows]
| CUSIP No. 127636 108 | SCHEDULE 13G | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 13, 2024 | |
| /s/ John Raymond Murphy | |
| John Raymond Murphy |