ARCH Venture Fund XIII (NASDAQ: KARD) reports warrants and preferred holdings
Rhea-AI Filing Summary
Kardigan, Inc. filed a Form 3 showing that ARCH Venture Fund XIII, L.P. and related ARCH entities hold a significant indirect stake through preferred stock and a warrant. The fund holds a warrant over 876,040 shares of common stock at an exercise price of $13.42 per share, expiring on September 4, 2035, which becomes exercisable only if certain market valuation thresholds are achieved.
The fund also holds Series A, Series B and Series B‑1 Preferred Stock, collectively convertible into common stock on a 1.5928‑for‑1 basis at any time and automatically upon effectiveness of Kardigan’s Form S‑1 for its initial public offering, without additional consideration. Various ARCH general partner entities and committee members may be deemed to share beneficial ownership of these holdings but disclaim ownership beyond their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ARCH Venture Partners XIII, LLC, ARCH Venture Partners XIII, L.P., ARCH Venture Fund XIII, L.P., CRANDELL KEITH, NELSEN ROBERT, Burow Kristina, GILLIS STEVEN
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series B-1 Preferred Stock | -- | -- | -- |
| holding | Warrant (right to buy) | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 8,200,669 shares (Indirect, By: ARCH Venture Fund XIII, L.P.);
Series B Preferred Stock — 1,917,731 shares (Indirect, By: ARCH Venture Fund XIII, L.P.);
Series B-1 Preferred Stock — 3,673,635 shares (Indirect, By: ARCH Venture Fund XIII, L.P.);
Warrant (right to buy) — 876,040 shares (Indirect, By: ARCH Venture Fund XIII, L.P.)
Footnotes (3)
- F1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date.
- F2. These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Mr. Berns serves on the board of directors of the Issuer. Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
- F3. The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds.
Key Figures
Warrant underlying shares: 876,040 shares
Warrant exercise price: $13.42 per share
Warrant expiration: September 4, 2035
+4 more
7 metrics
Warrant underlying shares
876,040 shares
Underlying common stock for warrant held indirectly by ARCH XIII
Warrant exercise price
$13.42 per share
Exercise price for warrant on Kardigan common stock
Warrant expiration
September 4, 2035
Expiration date of warrant over Kardigan common stock
Series A underlying shares
8,200,669 shares
Common shares underlying Series A Preferred Stock held indirectly
Series B underlying shares
1,917,731 shares
Common shares underlying Series B Preferred Stock held indirectly
Series B-1 underlying shares
3,673,635 shares
Common shares underlying Series B-1 Preferred Stock held indirectly
Preferred conversion ratio
1.5928-for-1
Conversion of each preferred share into common stock
Key Terms
Form S-1, Preferred Stock, beneficially own, initial public offering, +1 more
5 terms
Form S-1 regulatory
"upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering"
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.
Preferred Stock financial
"Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible"
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
beneficially own financial
"Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
initial public offering financial
"will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering"
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.
warrant financial
"The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does ARCH Venture Fund XIII report in its Form 3 for KARD?
ARCH Venture Fund XIII reports indirect holdings in Kardigan through a warrant and multiple preferred stock series. These securities are convertible into common shares, giving ARCH significant exposure to Kardigan’s equity ahead of the company’s planned initial public offering process.
What warrant position in Kardigan (KARD) does ARCH Venture Fund XIII disclose?
ARCH Venture Fund XIII indirectly holds a warrant over 876,040 underlying shares of Kardigan common stock at an exercise price of $13.42 per share. The warrant expires on September 4, 2035 and becomes exercisable only if specified issuer market valuation thresholds are achieved.
When will Kardigan preferred stock held by ARCH automatically convert into common stock?
The Series A, Series B and Series B‑1 Preferred Stock will automatically convert into common shares upon effectiveness of Kardigan’s registration statement on Form S‑1 for its initial public offering. This conversion occurs without additional payment, based on the 1.5928‑for‑1 conversion ratio disclosed.