Kardigan prices IPO of 25,000,000 shares at $16.00

Kardigan, Inc. priced an initial public offering of 25,000,000 shares of common stock at $16.00 per share, for $400,000,000, according to its final prospectus dated June 17, 2026. The shares are approved for listing on the Nasdaq Global Market under the symbol KARD, with delivery expected on or about June 22, 2026.

Banks, discounts and share count

J.P. Morgan, Jefferies, Leerink Partners and TD Cowen are named on the cover as underwriters. Discounts and commissions are $1.12 per share, or $28,000,000, leaving $372,000,000 before expenses. The company estimates net proceeds of about $366.8 million, or about $422.6 million if the underwriters buy all 3,750,000 additional shares under their 30-day option. The portions of the prospectus describing the offering name no law firm for the company or the underwriters.

Up to 5% of the shares are reserved at the offering price for directors, officers, certain employees and other associated persons, sold through J.P. Morgan Securities LLC in a directed share program. Shares bought in that program are not subject to the underwriter lock-ups, except those bought by executive officers and directors.

About 89,339,121 shares will be outstanding after the offering, or 93,089,121 with the option exercised. That follows a 1.5928-to-one stock split on June 9, 2026 and the conversion of preferred stock into 47,764,024 common shares. The count excludes 15,701,114 shares issuable on stock options outstanding at March 31, 2026 at a weighted average exercise price of $3.38, and 10,576,144 more on options granted after that date through June 11 at $9.42. It also excludes 1,752,080 shares issuable on warrants at $13.42.

Going concern, even with the cash

The prospectus says management and the auditor have concluded there is substantial doubt about the company's ability to continue as a going concern. At March 31, 2026, Kardigan held cash, cash equivalents and short-term investments of $287.1 million, and it says that will not support operations for at least twelve months from May 26, 2026. It states that substantial doubt may continue even after the offering. At the same time, it says it believes the net proceeds plus existing cash will be sufficient to fund operations into 2028. That is the company's own estimate.

The accumulated deficit was $337.2 million. Net loss was $56.1 million for the first quarter of 2026, against $18.0 million a year earlier, and $191.9 million for 2025 against $88.7 million for 2024. In the first quarter, research and development spending was $45,067 thousand and general and administrative expense was $13,643 thousand. For 2025 they were $153,086 thousand and $48,750 thousand.

The pipeline

Kardigan is a clinical-stage company with a limited operating history. It says it has not yet demonstrated an ability to generate revenue, win approvals or manufacture on a commercial scale. It was formed in August 2023 as EnCarda, Inc. and acquired Rancho Santa Fe Bio, Inc. in June 2024 and Prolaio, Inc. in February 2025.

Its three lead programs are Danicamtiv, an investigational myosin activator for genetic dilated cardiomyopathy, in the KINSHIP-DCM Phase 2b/3 trial; Ataciguat, a soluble guanylate cyclase activator for moderate calcific aortic valve stenosis, in the KATALYST-AV Phase 2b trial; and Tonlamarsen, a monthly antisense injection aimed at angiotensinogen for acute severe hypertension after hospitalization, in the KARDINAL-ASH Phase 2 trial. The prospectus describes them as late-stage, though the trials named are Phase 2, Phase 2b and Phase 2b/3. It says Danicamtiv has been evaluated in 10 completed clinical studies.

The prospectus flags that its Prolaio data platform is a novel approach that may not bring the efficiencies or regulatory acceptance it seeks. Net proceeds will fund the three programs, other research and development, and general corporate purposes.

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