Correspondence 0001213900-22-078526 from Cadrenal Therapeutics, Inc. (CVKD)
Cadrenal Therapeutics, Inc.
Date: Dec. 8, 2022 · CIK: 0001937993 · Accession: 0001213900-22-078526
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267562
Referenced dates: December 8, 2022
Letter
VIA EDGAR United States Securities Division of Corporation Finance Attention: Dillon Hagius Re: Cadrenal Therapeutics, Inc. Amendment No. 3 to Registration Statement on Form S-1 Submitted on December 6, 2022 File No. 333-267562
Dear Mr. Haguis:
On behalf of our client, Cadrenal Therapeutics, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated December 8, 2022 (the “Comment Letter”), relating to the above-referenced Amendment No. 3 to Registration Statement on Form S-1. We are concurrently submitting via EDGAR Amendment No. 4 to Registration Statement on Form S-1 (“Amended Registration Statement No. 4”).
Set forth below is the comment and caption from the Comment Letter. Immediately following the comment is the Company’s response to that comment in bold.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1. Disclose whether your offering is contingent upon final approval of your Nasdaq listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement.
Response: We have added disclosure on the cover page that the offering is contingent upon final approval of our Nasdaq listing.
United States Securities
and Exchange Commission
December 8, 2022
Page 2
Risk Factors
Our stock price may be extremely volatile, and your investment in our common stock could suffer a decline in value., page 44
2. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise this risk factor or include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. In addition, please clearly state that there is a risk of rapid and substantial price volatility and that any such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, which could make it difficult for prospective investors to assess the rapidly changing value of your stock.
Response: We have revised our disclosure to include a risk factor related to extreme stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings and the risk of rapid and substantial price volatility investors may experience related to our common stock following our initial public offering.
If you have any questions or need additional information, please contact the undersigned at (212) 885-5358 or Hank Gracin at (212) 885-5362.
Sincerely,
/s/ Leslie Marlow
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filename1.htm
Phone:
(212) 885-5358
Fax:
(917) 332-3824
Email:
leslie.marlow@blankrome.com
December 8, 2022
VIA EDGAR
United States Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Dillon Hagius
Re:
Cadrenal Therapeutics, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Submitted on December 6, 2022
File No. 333-267562
Dear Mr. Haguis:
On behalf of our client, Cadrenal
Therapeutics, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated December 8, 2022 (the “Comment
Letter”), relating to the above-referenced Amendment No. 3 to Registration Statement on Form S-1. We are concurrently submitting
via EDGAR Amendment No. 4 to Registration Statement on Form S-1 (“Amended Registration Statement No. 4”).
Set forth below is the comment
and caption from the Comment Letter. Immediately following the comment is the Company’s response to that comment in bold.
Amendment No. 3 to Registration
Statement on Form S-1
Cover Page
1. Disclose
whether your offering is contingent upon final approval of your Nasdaq listing on your cover page. Please ensure the disclosure is consistent
with your underwriting agreement.
Response: We have added disclosure on the cover
page that the offering is contingent upon final approval of our Nasdaq listing.
United States Securities
and Exchange Commission
December 8, 2022
Page 2
Risk Factors
Our stock price may be extremely
volatile, and your investment in our common stock could suffer a decline in value., page 44
2. We note recent instances of extreme stock
price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number
of recent initial public offerings, particularly among companies with relatively smaller public floats. Please revise this risk factor
or include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular
to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly.
In addition, please clearly state that there is a risk of rapid and substantial price volatility and that any such volatility, including
any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, which could
make it difficult for prospective investors to assess the rapidly changing value of your stock.
Response: We have revised our disclosure to
include a risk factor related to extreme stock price volatility seemingly unrelated to company performance following a number of recent
initial public offerings and the risk of rapid and substantial price volatility investors may experience related to our common stock following
our initial public offering.
If you have any questions
or need additional information, please contact the undersigned at (212) 885-5358 or Hank Gracin at (212) 885-5362.
Sincerely,
/s/ Leslie Marlow
Leslie Marlow
cc:
Quang Pham
Chief Executive Officer, Cadrenal Therapeutics, Inc.