Kardigan (NASDAQ: KARD) major holders detail warrant and preferred stock positions
Rhea-AI Filing Summary
Kardigan, Inc. disclosed an amended initial ownership report from several affiliated investment entities and individuals who are ten percent owners. The filing lists indirect holdings of a warrant and multiple series of redeemable convertible preferred stock held through HRTG PV, L.P. and HRTG CIF 2024, L.P.
The warrant relates to 876,040 shares of common stock with an exercise price of $13.4200 per share and, according to a footnote, becomes exercisable once the company reaches a $5,000,000,000 valuation. Footnotes also explain that each share of Series A, Series B, and Series B-1 Redeemable Convertible Preferred Stock was convertible into common stock on a 1.5928-to-1 basis and that all such preferred shares automatically converted into common stock when the company’s registration statement on Form S-1 was declared effective. The general partner HRTG GPE, LLC and its managing members disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
HRTG GPE, LLC, HRTG PV, L.P., HRTG CIF 2024, L.P., Kelly Kevin Anthony, Johnson Keith Bryon
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series A Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Series B-1 Redeemable Convertible Preferred Stock | -- | -- | -- |
| holding | Warrant (right to buy) | -- | -- | -- |
Holdings After Transaction:
Series A Redeemable Convertible Preferred Stock — 2,050,166 shares (Indirect, HRTG CIF 2024, L.P.);
Series A Redeemable Convertible Preferred Stock — 6,150,502 shares (Indirect, HRTG PV, L.P.);
Series B Redeemable Convertible Preferred Stock — 3,242,993 shares (Indirect, HRTG PV, L.P.);
Series B-1 Redeemable Convertible Preferred Stock — 2,348,373 shares (Indirect, HRTG PV, L.P.);
Warrant (right to buy) — 876,040 shares (Indirect, HRTG PV, L.P.)
Footnotes (3)
- F1. Each share of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock was convertible into shares of the Issuer's Common Stock on a 1.5928-to-1 basis with no expiration date. All shares of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock automatically converted on a 1.5928-to-1 basis into shares of Common Stock without the payment of additional consideration at the time the Issuer's registration statement on Form S-1 was declared effective by the Securities and Exchange Commission.
- F2. HRTG GPE, LLC ("HRTG") is the general partner of each of HRTG PV, L.P. and HRTG CIF 2024, L.P. Keith Johnson and Kevin Kelly each serve as a Managing Member of HRTG. Each of HRTG, Mr. Johnson and Mr. Kelly disclaims beneficial ownership of the securities held directly by HRTG PV, L.P. and HRTG CIF 2024, L.P., except to the extent of such person's pecuniary interest therein, if any.
- F3. Warrant shall be exercisable, in whole or in part, upon the first date the Company achieves a valuation of $5,000,000,000.
Key Figures
Warrant underlying shares: 876,040 shares
Warrant exercise price: $13.4200 per share
Series B-1 underlying shares: 2,348,373 shares
+5 more
8 metrics
Warrant underlying shares
876,040 shares
Underlying common stock for warrant held indirectly
Warrant exercise price
$13.4200 per share
Exercise price for warrant on common stock
Series B-1 underlying shares
2,348,373 shares
Common stock underlying Series B-1 Redeemable Convertible Preferred
Series B underlying shares
3,242,993 shares
Common stock underlying Series B Redeemable Convertible Preferred
Series A underlying shares (HRTG PV)
6,150,502 shares
Common stock underlying Series A Redeemable Convertible Preferred via HRTG PV
Series A underlying shares (HRTG CIF 2024)
2,050,166 shares
Common stock underlying Series A Redeemable Convertible Preferred via HRTG CIF 2024
Conversion ratio
1.5928-to-1
Preferred stock to common stock conversion ratio
Valuation trigger
$5,000,000,000
Company valuation required for warrant exercisability
Key Terms
Redeemable Convertible Preferred Stock, Form S-1, warrant, ten percent owner, +1 more
5 terms
Redeemable Convertible Preferred Stock financial
"Each share of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series B-1 Redeemable Convertible Preferred Stock"
A redeemable convertible preferred stock is a special class of company shares that combines three features: it pays priority dividends like a safer, higher-ranking share; it can be converted into regular common shares so holders can join in upside; and it can be redeemed, meaning the company can buy it back for cash. For investors this matters because it offers a mix of downside protection and potential upside, but can change ownership stakes (dilution) and cash obligations depending on whether it’s converted or redeemed.
Form S-1 regulatory
"at the time the Issuer's registration statement on Form S-1 was declared effective"
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.
warrant financial
"Warrant shall be exercisable, in whole or in part, upon the first date the Company achieves a valuation"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
ten percent owner financial
"reporting persons are flagged as is_ten_percent_owner in the ownership data"
pecuniary interest financial
"disclaims beneficial ownership of the securities held directly ... except to the extent of such person's pecuniary interest"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the Kardigan (KARD) Form 3/A filing show about major holdings?
The Form 3/A shows that affiliated entities hold a warrant and several series of redeemable convertible preferred stock indirectly. These positions relate to millions of underlying Kardigan common shares through HRTG PV, L.P. and HRTG CIF 2024, L.P. as ten percent owners.
What triggers exercisability of the Kardigan (KARD) warrant reported in this filing?
The warrant becomes exercisable once Kardigan achieves a company valuation of $5,000,000,000. This condition is described in a footnote, indicating the warrant may be exercised in whole or in part after that valuation threshold is first reached.
Do HRTG GPE, LLC and its managers fully own the Kardigan (KARD) securities?
HRTG GPE, LLC is the general partner of HRTG PV, L.P. and HRTG CIF 2024, L.P., but it and its managing members disclaim beneficial ownership of the Kardigan securities. They only recognize ownership to the extent of any pecuniary interest in those partnership holdings.
Are there buy or sell transactions in this Kardigan (KARD) Form 3/A?
The Form 3/A lists holdings rather than new buy or sell transactions. All five entries are coded as holding records with unknown transaction codes, reflecting existing warrant and preferred stock positions held indirectly through the investment partnerships.