Kardigan, Inc. 8-K

What Happened

• Kardigan, Inc. announced it filed its Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 22, 2026, effective immediately prior to the completion of its initial public offering (IPO). The Board and stockholders had previously approved the changes. The company’s amended and restated bylaws also became effective as of the effectiveness of the Registration Statement on Form S-1.

Key Details

• Authorized common stock increased to 700,000,000 shares: 500,000,000 voting common shares and 200,000,000 non‑voting common shares.
• Authorized 10,000,000 shares of undesignated preferred stock that the Board may issue in one or more series.
• The amended charter removes references to previously-existing series of preferred stock.
• The charter eliminates stockholders’ ability to act by written consent and to call special meetings; the bylaws add formal meeting procedures and an advance notice process for stockholder proposals and director nominations.

Why It Matters

• These governance and capital-structure changes matter for investors because they define voting rights, dilution potential and how shareholders can bring proposals or act between meetings. Creating a large class of non‑voting common stock and allowing up to 10 million preferred shares gives the company and its board flexibility over future financing and control structures. Removing written consent and special-meeting rights restricts how quickly shareholders can take action outside of scheduled meetings.