Beneficial Ownership Report · SCHEDULE 13D/A
Kardigan, Inc.
KARDNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Kardigan, Inc.
- Company CIK
- 0002123613
- Street
- 506 Carnegie Center Drive, Suite 201
- City
- Princeton
- State / country code
- NJ
- Postal code
- 08540
Statement details
- Amendment number
- 1
- Security class
- Common Stock, par value $0.00001 per share
- Event date
- 09/29/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Perceptive Advisors LLC
- Phone
- 646-205-5345
- Street
- Alexander Rakitin, 51 Astor Place
- Street (continued)
- 10th Floor
- City
- New York
- State / country code
- NY
- Postal code
- 10003
Reporting person 1
- Name
- Perceptive Advisors LLC
- Reporting person CIK
- 0001224962
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- IA
- Group designation
- b
- Source of funds code
- AF
- Legal proceedings indication
- Y
- Aggregate amount owned
- 8,254,144
- Percent of class
- 8.8
- Sole voting power
- 0
- Shared voting power
- 8,254,144
- Sole dispositive power
- 0
- Shared dispositive power
- 8,254,144
- Aggregate excludes certain shares
- N
- Comments
- The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"); (ii) 5,740,466 shares of Common Stock held directly by Perceptive Capital Solutions Holdings LP ("PCS Holdings"); and (iii) stock options issued to Douglas Giordano ("Mr. Giordano") in connection with his former service on the board of directors of Kardigan, Inc. (the "Issuer"), currently exercisable or exercisable within 60 days for 53,483 shares of Common Stock, with respect to which Perceptive Advisors LLC ("Perceptive Advisors") has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. Perceptive Capital Solutions Advisors LP ("PCS Advisors"), a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. Joseph Edelman ("Mr. Edelman") is the managing member of each of Perceptive Advisors and PCS GP.
Reporting person 2
- Name
- Joseph Edelman
- Reporting person CIK
- 0001164426
- No reporting person CIK indication
- N
- Citizenship / organization
- X1
- Reporting person type
- IN
- Group designation
- b
- Source of funds code
- AF
- Legal proceedings indication
- Y
- Aggregate amount owned
- 8,254,144
- Percent of class
- 8.8
- Sole voting power
- 0
- Shared voting power
- 8,254,144
- Sole dispositive power
- 0
- Shared dispositive power
- 8,254,144
- Aggregate excludes certain shares
- N
- Comments
- The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by the Master Fund (ii) 5,740,466 shares of Common Stock held directly by PCS Holdings; and (iii) stock options issued to Mr. Giordano in connection with his former service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 53,483 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. PCS Advisors, a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and PCS GP serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of each of Perceptive Advisors and PCS GP.
Reporting person 3
- Name
- Perceptive Life Sciences Master Fund, Ltd.
- Reporting person CIK
- 0001249675
- No reporting person CIK indication
- N
- Citizenship / organization
- E9
- Reporting person type
- CO
- Group designation
- b
- Source of funds code
- WC
- Legal proceedings indication
- Y
- Aggregate amount owned
- 2,476,240
- Percent of class
- 2.7
- Sole voting power
- 0
- Shared voting power
- 2,476,240
- Sole dispositive power
- 0
- Shared dispositive power
- 2,476,240
- Aggregate excludes certain shares
- N
- Comments
- The securities reported on this page consist of (i) 2,460,195 shares of Common Stock held directly by the Master Fund; and (ii) stock options issued to Mr. Giordano in connection with his former service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 16,045 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
Reporting person 4
- Name
- Perceptive Capital Solutions Holdings LP
- Reporting person CIK
- 0002142326
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- CO
- Group designation
- b
- Source of funds code
- WC
- Legal proceedings indication
- Y
- Aggregate amount owned
- 5,777,904
- Percent of class
- 6.2
- Sole voting power
- 0
- Shared voting power
- 5,777,904
- Sole dispositive power
- 0
- Shared dispositive power
- 5,777,904
- Aggregate excludes certain shares
- N
- Comments
- The securities reported on this page consist of (i) 5,740,466 shares of Common Stock held directly by PCS Holdings; and (ii) stock options issued to Mr. Giordano in connection with his former service on the Issuer's board of directors, currently exercisable or exercisable within 60 days for 37,438 shares of Common Stock, with respect to which Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's board service through a partial management fee offset. PCS Advisors, a relying adviser of Perceptive Advisors, serves as the investment manager to PCS Holdings, and PCS GP serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of each of Perceptive Advisors and PCS GP.
Item 1
Issuer
Kardigan, Inc.
Security title
Common Stock, par value $0.00001 per share
Principal address
Item 4
Purpose of transaction
Item 4 of the Schedule 13D is amended and supplemented as followed: On September 29, 2026, Douglas Giordano, a Managing Director at Perceptive Advisors, resigned from the board of directors of the Issuer. The Reporting Persons continuously review their investment in the Issuer and, subject to applicable securities laws, regulatory requirements, and the lock-up agreement disclosed in the previously filed Schedule 13D, may from time to time acquire additional shares of Common Stock or other securities of the Issuer, hedge some or all of their economic exposure through short sales, options, swaps or other derivative or hedging transactions, or dispose of or distribute some or a significant amount of their Common Stock or other securities of the Issuer held or subsequently acquired, depending on various factors, including, but not limited to, the price of the shares, the terms and conditions of the transaction, prevailing market conditions, and their investment, liquidity and diversification objectives. Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relate to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.
Item 5
Number of shares
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated herein by reference.
Transactions
Except as otherwise disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.
Other persons with an interest
Mr. Giordano is the holder of record of the stock options described herein. Perceptive Advisors has the right to receive the director compensation provided in respect of Mr. Giordano's former board service through a partial management fee offset.
Date ownership ceased to exceed 5%
Not applicable.
Percentage of class
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 93,503,699 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2026, and assume the exercise of vested stock options issued to Mr. Giordano in connection with his former service on the Issuer's board of directors.
Signature 1
- Reporting person
- Perceptive Advisors LLC
- Signed
- /s/ Joseph Edelman
- Title
- Joseph Edelman, Managing Member
- Date
- 10/01/2026
Signature 2
- Reporting person
- Joseph Edelman
- Signed
- /s/ Joseph Edelman
- Title
- Joseph Edelman
- Date
- 10/01/2026
Signature 3
- Reporting person
- Perceptive Life Sciences Master Fund, Ltd.
- Signed
- /s/ Joseph Edelman
- Title
- Joseph Edelman, Managing Member
- Date
- 10/01/2026
Signature 4
- Reporting person
- Perceptive Capital Solutions Holdings LP
- Signed
- /s/ Joseph Edelman
- Title
- Joseph Edelman, Managing Member
- Date
- 10/01/2026
Company context
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.
Current securities
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 30, 2026
- SCHEDULE 13G - filed by Edelberg Jay regarding Kardigan, Inc.Aug 13, 2026
- 10-Q filingAug 11, 2026
- Results of Operations and Financial ConditionAug 11, 2026
- 4 filingJun 24, 2026