| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
Kardigan, Inc. [ KARD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 8,200,669 | (1) | I | By: ARCH Venture Fund XIII, L.P.(2) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 1,917,731 | (1) | I | By: ARCH Venture Fund XIII, L.P.(2) |
| Series B-1 Preferred Stock | (1) | (1) | Common Stock | 3,673,635 | (1) | I | By: ARCH Venture Fund XIII, L.P.(2) |
| Warrant (right to buy) | (3) | 09/04/2035 | Common Stock | 876,040 | $13.42 | I | By: ARCH Venture Fund XIII, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds. |
| ARCH Venture Partners XIII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/18/2026 | |
| ARCH Venture Partners XIII, L.P., By: ARCH Venture Partners XIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/18/2026 | |
| ARCH Venture Fund XIII, L.P., By: ARCH Venture Partners XIII, L.P., its General Partner, By: ARCH Venture Partners XIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 06/18/2026 | |
| Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/18/2026 | |
| Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/18/2026 | |
| Kristina Burow, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/18/2026 | |
| Steven Gillis, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||