Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Doug Giordano On September 29, 2026, Doug Giordano resigned from the board of directors (the “Board”) of Kardigan, Inc. (the “Company”) and his position on the Audit Committee of the Board (the “Audit Committee”). Mr.…
Kardigan is a clinical-stage precision therapeutics company developing medicines that target the root cause of specific cardiovascular diseases where no approved treatments exist. Our mission is to develop multiple targeted cardiovascular treatments in parallel that bring people with cardiovascular diseases closer to the cures they deserve. We leverage deep domain expertise in cardiovascular biology, patient data, and advanced analytics to accelerate drug discovery and development, aiming to deliver impactful therapies efficiently and at scale.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Doug Giordano
On September 29, 2026, Doug Giordano resigned from the board of directors (the “Board”) of Kardigan, Inc. (the “Company”) and his position on the Audit Committee of the Board (the “Audit Committee”). Mr. Giordano advised the Company that his decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.
Appointment of Kristin Reinke
On September 29, 2026, the Board, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, appointed Kristin Reinke to serve as a Class I director, to hold office until the Company’s annual meeting of stockholders in 2027 or until her earlier death, resignation or removal, effective as of September 29, 2026 (the “Appointment Date”). In addition, Ms. Reinke will serve as the chair of the Audit Committee. The Board has determined that Ms. Reinke is independent under the applicable listing standards of the Nasdaq Global Market and qualifies as a “financial expert” pursuant to the Securities and Exchange Commission rules. David Meeker will remain a member of the Audit Committee following such appointment.
Ms. Reinke currently serves as Vice President of Finance at Google LLC (“Google”), a subsidiary of Alphabet Inc., and has been a foundational member of Google’s finance leadership team since 2005. Ms. Reinke has held various roles of increasing responsibilities while at Google and was instrumental in scaling the company from its early post-IPO growth into a multibillion-dollar enterprise. Ms. Reinke earned her Bachelor of Arts in Accounting from Michigan State University and is a Certified Public Accountant.
In connection with her appointment to the Board, Ms. Reinke will receive an initial new director grant of non-qualified stock options valued at $650,000, and cash compensation for her Board and committee service, in accordance with the Company’s Non-Employee Director Compensation Policy, as such policy may be amended from time to time.
There are no arrangements or understandings between Ms. Reinke and any other person pursuant to which she was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Ms. Reinke has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In addition, Ms. Reinke entered into an indemnification agreement with the Company consistent with the form of indemnification agreement, a copy of which has been previously filed with the Company’s most recent Quarterly Report on Form 10-Q.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release announcing the appointment of Kristin Reinke to the Board. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act.
Filed exhibits (1)
EX-99.1 (by filename) ck0002123613-ex99_1.htm
Exhibit 99.1
PRESS RELEASE
Kardigan Announces Appointment of Kristin Reinke
to its Board of Directors
SOUTH SAN FRANCISCO, Calif., and PRINCETON, N.J., September 30, 2026 - Kardigan™, Inc. (Nasdaq: KARD) (“Kardigan”), a precision cardiovascular company, announced today the appointment of Kristin Reinke to its Board of Directors, where she will serve as chair of the Audit Committee. As part of the Board’s public company evolution, Doug Giordano will be stepping down from the Board. Both Ms. Reinke’s appointment and Mr. Giordano’s departure are effective as of September 29, 2026.
“Kristin's proven track record leading AI-driven transformation at global scale will be a great asset to help us achieve our mission of changing the future of cardiovascular care. Her experience turning technology into an operational advantage will be invaluable as we integrate Prolaio's data and analytics platform into our product development, and her financial governance expertise will help guide our late-stage pipeline toward potential commercialization. We're thrilled to welcome Kristin to the Kardigan Board and are fortunate to have her chair our Audit Committee,” said Tassos Gianakakos, co-founder…