Kardigan, Inc. SEC Filings

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.

Kardigan, Inc. Chief Medical Officer Jay Edelberg filed an initial ownership report showing both direct and indirect equity stakes. Indirectly, 4,459,840 shares of common stock are held by Edelberg Family Ventures, LLC, for which he disclaims beneficial ownership except for any pecuniary interest. He also holds 37,956 shares of common stock directly, 97,587 shares of Series B Preferred Stock that are convertible into common stock on a 1.5928-for-1 basis and will automatically convert upon effectiveness of the company’s Form S-1 for its initial public offering, and stock options over 191,136 and 95,567 shares of common stock at exercise prices of $14.71 and $8.00 per share, respectively, with vesting starting on March 13, 2026 and February 9, 2027 in monthly installments.

Kardigan, Inc. director Giordano Douglas E. reported existing stock option holdings in his initial ownership filing. He holds options over 33,289 shares of common stock at an exercise price of $14.71 per share and 80,224 shares at $8.00 per share. These options vest over time, including three equal annual installments starting on June 6, 2024, and a separate grant that vests on February 9, 2027, and expire in 2035 and 2036 if not exercised.

Kardigan, Inc. Chief Legal Officer John B. Moriarty reported his initial holdings of a stock option to buy common shares. The option covers 248,875 underlying shares at an exercise price of $23.90 per share and expires on May 11, 2036. According to the vesting terms, 25% of the shares vest on April 13, 2027, with the remainder vesting in 36 equal monthly installments, subject to his continued service. This filing does not show any buy or sell transaction, only the existing derivative position.

Kardigan, Inc. President & CEO Anastassios Gianakakos filed an initial ownership report showing a mix of direct and indirect holdings in common and preferred stock plus stock options. Direct holdings include 49,821 shares of common stock, with additional common shares held indirectly through several family trusts and by his spouse, for which he disclaims beneficial ownership except for any pecuniary interest. The filing also lists multiple stock option awards over millions of common shares with exercise prices between $8.00 and $23.90 per share, many of which vest only if Kardigan reaches specified market valuation thresholds while he remains CEO through June 6, 2027. Series A and Series B preferred stock are disclosed, each convertible into common stock on a 1.5928-for-1 basis, with automatic conversion upon effectiveness of Kardigan’s Form S-1 for its initial public offering and no stated expiration date.

Kardigan, Inc. filed an initial ownership report showing that investment entities linked to HRTG GPE, LLC hold significant indirect positions in its securities. HRTG PV, L.P. and HRTG CIF 2024, L.P. own multiple series of redeemable convertible preferred stock, each convertible into Common Stock on a 1.5928-to-1 basis with no expiration date. All Series A, Series B and Series B-1 preferred shares automatically converted into Common Stock on that same 1.5928-to-1 basis when Kardigan’s registration statement on Form S-1 was declared effective by the SEC. The filing also lists an indirect warrant position over 876,040 underlying shares of Common Stock at an exercise price of $13.42 per share, which becomes exercisable once the company achieves a $5,000,000,000 valuation. HRTG GPE, LLC is the general partner of HRTG PV, L.P. and HRTG CIF 2024, L.P., and Keith Johnson and Kevin Kelly serve as its managing members.

Kardigan, Inc. plans an initial public offering of 23,333,334 shares of common stock, with an estimated price range of $14.00 to $16.00 per share. The company has applied to list on the Nasdaq Global Market under the symbol “KARD.”

Kardigan is a clinical-stage precision cardiovascular therapeutics company with three late-stage product candidates and a proprietary real‑world data and analytics platform called Prolaio. Prolaio includes FDA‑regulated devices and 510(k)-cleared algorithms that collect high‑frequency physiologic data from wearables to support clinical trials and digital endpoints.

The company reported a net loss of $191.9 million for 2025 and $56.1 million for the three months ended March 31, 2026, with an accumulated deficit of $337.2 million. As of March 31, 2026, cash, cash equivalents and short‑term investments totaled $287.1 million, but management and auditors concluded there is substantial doubt about its ability to continue as a going concern even after the offering. Kardigan qualifies as an emerging growth company and smaller reporting company, allowing reduced disclosure and extended transition for new accounting standards.