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  4. [8-K] Kardigan, Inc. Reports Material Event

Governance shift at Kardigan (NASDAQ: KARD) as new charter and bylaws take effect

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kardigan, Inc. adopted a third amended and restated certificate of incorporation in connection with its initial public offering. The new charter authorizes 700,000,000 shares of common stock, including 500,000,000 voting shares and 200,000,000 non-voting shares, plus 10,000,000 shares of undesignated preferred stock that the board may issue in series.

The charter also removes prior preferred stock series and ends stockholder rights to act by written consent or to call special meetings. Kardigan simultaneously implemented amended and restated bylaws that set formal meeting procedures, advance notice rules for proposals and director nominations, and align with the updated charter.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock 700,000,000 shares Total common shares authorized in new charter
Authorized voting common 500,000,000 shares Voting common stock authorized under amended charter
Authorized non-voting common 200,000,000 shares Non-voting common stock authorized under amended charter
Authorized preferred stock 10,000,000 shares Undesignated preferred shares issuable in series by board
third amended and restated certificate of incorporation regulatory
"the Company filed its third amended and restated certificate of incorporation (the “Amended and Restated Certificate”)"
non-voting common stock financial
"authorize 700,000,000 shares of common stock; including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock"
A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.
undesignated preferred stock financial
"authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time"
advance notice procedure regulatory
"establish an advance notice procedure for stockholder proposals to be brought before an annual meeting"
initial public offering financial
"in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”)"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
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Understanding 8-K Material Events →
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

 

 

Kardigan, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43354   93-2994203

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

Kardigan, Inc.

506 Carnegie Center Drive, Suite 201

Princeton, NJ 08540

(Address of principal executive offices, including zip code)

(415) 573-3220

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.00001 par value per share   KARD   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-296236) (the “Registration Statement”), of Kardigan, Inc. (the “Company”), and in connection with the completion of the initial public offering of the Company’s common stock (the “IPO”), the Company filed its third amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on June 22, 2026. The Company’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of the IPO. The Amended and Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 700,000,000 shares of common stock; including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock; (ii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series; (iii) eliminate all references to the previously-existing series of preferred stock; and (iv) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders.

The foregoing description of the Amended and Restated Certificate is qualified by reference to the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In addition, as previously disclosed in the Registration Statement, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of the effectiveness of the Registration Statement. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures for the Company’s stockholders to take formal actions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, including proposed nominations of persons for election to the Board; and (iii) conform to the amended provisions of the Amended and Restated Certificate.

The foregoing description of the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

3.1    Third Amended and Restated Certificate of Incorporation of Kardigan, Inc.
3.2    Amended and Restated Bylaws of Kardigan, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      Kardigan, Inc.
Date: June 23, 2026     By:   /s/ Tassos Gianakakos
      Name: Tassos Gianakakos
      Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What corporate changes did Kardigan (KARD) report in this 8-K?

Kardigan adopted a new charter and bylaws tied to its IPO. These documents expand authorized stock, define preferred stock flexibility, and tighten procedures for stockholder actions and meeting participation.

How many shares did Kardigan (KARD) authorize in its new charter?

The new charter authorizes 700,000,000 common shares in total. This includes 500,000,000 voting common shares and 200,000,000 non-voting common shares, plus 10,000,000 shares of undesignated preferred stock.

What did Kardigan (KARD) change about preferred stock in this filing?

Kardigan eliminated references to its prior preferred series and authorized 10,000,000 undesignated preferred shares. The board can issue these from time to time in one or more series with terms it establishes.

How did Kardigan (KARD) alter stockholder rights to act without meetings?

The new charter removes stockholders’ ability to act by written consent or call special meetings. Stockholder actions instead occur through formal meetings following the procedures set in the amended bylaws.

What do Kardigan’s (KARD) amended and restated bylaws change?

The bylaws now outline procedures for stockholder actions at meetings and add an advance notice process. Stockholders must follow these rules to submit proposals or nominate directors at annual meetings.

Filing Exhibits & Attachments

2 documents

Other Documents