8-K
0002123613false00021236132026-08-112026-08-11

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

 

 

Kardigan, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-43354

99-2994203

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

506 Carnegie Center Drive, Suite 201

 

Princeton, New Jersey

 

08540

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 415 573-3220

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 par value per share

 

KARD

 

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On August 11, 2026, Kardigan, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K and the Exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

Description

99.1

Press Release dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Kardigan, Inc.

 

 

 

 

Date:

August 11, 2026

By:

/s/ John B. Moriarty, Jr.

 

 

 

John B. Moriarty, Jr.
Chief Legal Officer and Corporate Secretary

 


Exhibit 99.1

 

img252598549_0.jpg

PRESS RELEASE

 

Kardigan Reports Second Quarter 2026 Financial Results and Recent Business Updates

Continued to advance the development of three late-stage programs, supported by the Prolaio platform, aimed at addressing cardiovascular diseases where no approved treatments exist

Danicamtiv KINSHIP-DCM Phase 3 Cohort 1 enrollment now underway; Phase 2b topline data expected 1H 2027

Strong cash position of $661 million following recent IPO extends runway through multiple data readouts and initiation of Phase 3 clinical trials

SOUTH SAN FRANCISCO, CA, and PRINCETON, NJ, AUG 11, 2026 — Kardigan™, Inc. (Nasdaq: KARD) (“Kardigan” or “the Company”), a clinical-stage precision therapeutics company developing medicines that target the root causes of cardiovascular diseases with no approved treatments, today reported financial results from the second quarter ended June 30, 2026, and provided recent business updates.

“Our IPO has positioned Kardigan to advance a portfolio of late-stage cardiovascular programs to address diseases where patients urgently need better treatment options,” said Tassos Gianakakos, co-founder, chief executive officer, and chair of the board of Kardigan. “As we initiate our Phase 3 KINSHIP-DCM trial, dose patients in our Phase 2b KARDINAL-ASH trial, and continue enrollment in our Phase 2b KATALYST-AV trial, we are entering a pivotal period with multiple clinical milestones expected over the next 12 months that will shape the registrational path for each of our medicines.”

Second Quarter 2026 and Recent Business Highlights

Danicamtiv: myosin activator in development for genetic DCM

Danicamtiv is designed to restore myosin function and availability, directly targeting the underlying sarcomeric defects in genetic dilated cardiomyopathy (DCM).
Danicamtiv is currently being evaluated in the Company’s KINSHIP-DCM Phase 2b/3 adaptive, randomized, placebo-controlled clinical trial.
Preclinical and clinical evidence linking danicamtiv treatment to improvements in right ventricular function to be presented at the upcoming European Society of Cardiology Congress (ESC 2026). [Session: Late-Breaking Basic and Translational Science; Sunday, Aug 30th at 8:15 AM CEST]
In July, the Company completed enrollment of Cohort 1 (myosin heavy chain 7, or MYH7, and titin, or TTN, patients) of the Phase 2b KINSHIP-DCM clinical trial and enrollment of the Phase 3 portion is now underway. The Company expects to share Phase 2b topline data in the first half of 2027.

Ataciguat: soluble guanylate cyclase (sGC) activator in development for CAVS

Ataciguat targets valvular interstitial cells to slow osteogenic and calcific remodeling, an underlying driver of disease progression in calcific aortic valve stenosis (CAVS), and has demonstrated direct myocardial effects in improving both systolic and diastolic function, a hallmark of progressive disease that results in valvular heart failure.
Ataciguat is currently being evaluated in the Company’s KATALYST-AV Phase 2b clinical trial in CAVS patients with moderate disease. The Company expects to share Phase 2b topline data from the interim 24-week analysis in the first half of 2027.

Tonlamarsen: antisense oligonucleotide in development for ASH

Tonlamarsen targets hepatic angiotensinogen (AGT) for the management of blood pressure in acute severe hypertension (ASH) post-hospitalization.
Extended follow-up data from an earlier KARDINAL clinical trial assessing the effect of Tonlamarsen in uncontrolled hypertension will be presented at the upcoming European Society of Cardiology Congress (ESC 2026). [Session: Late-Breaking Clinical Science: renin-angiotensin-aldosterone pathway inhibition; Sunday, Aug 30th from 1:45 - 3:00 PM CEST]
Tonlamarsen is currently being evaluated in the Company’s KARDINAL-ASH Phase 2 clinical trial. In the second quarter, the Company randomized the first patient in KARDINAL-ASH and expects to share Phase 2 topline data in the first half of 2027.

Additional Highlights

In June, the Company announced the closing of its initial public offering with aggregate gross proceeds of $460 million (before deducting underwriting discounts, commissions, and other offering expenses). Current cash runway supports continued advancement of danicamtiv, ataciguat, and tonlamarsen through clinical data readouts and the initiation of Phase 3 clinical trials across all three programs.

Second Quarter Financial Results

Cash Position: Cash, cash equivalents and investments were $660.7 million as of June 30, 2026, compared to $335.5 million as of December 31, 2025. The increase reflects net proceeds from the Company’s initial public offering in June 2026, offset by cash used in operations.
R&D Expenses: Research and development expenses were $56.4 million for the quarter ended June 30, 2026, compared to $35.8 million for the comparable prior-year period. The increase was primarily driven by clinical trial expenses across all three development programs and increased headcount to support the advancing clinical pipeline.
G&A Expenses: General and administrative expenses were $18.9 million for the quarter ended June 30, 2026, compared to $21.3 million for the comparable prior-year period. The decrease was primarily driven by a one-time integration bonus recognized in the prior year, partially offset by higher personnel-related costs and other corporate expenses.
Net Loss: Net loss was $116.2 million for the quarter ended June 30, 2026, compared to $57.4 million for the comparable prior year period. The net loss increased primarily as a result of higher R&D expenses as described above.

Selected Condensed Consolidated Statement of Operations and Comprehensive Loss

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands, except share and per share amounts)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

56,365

 

 

$

35,839

 

 

$

101,432

 

 

$

54,613

 

General and administrative

 

 

18,867

 

 

 

21,286

 

 

 

32,510

 

 

 

28,590

 

Change in fair value of contingent milestone
   liabilities

 

 

43,529

 

 

 

 

 

 

43,529

 

 

 

 

Total operating expenses

 

 

118,761

 

 

 

57,125

 

 

 

177,471

 

 

 

83,203

 

Loss from operations

 

 

(118,761

)

 

 

(57,125

)

 

 

(177,471

)

 

 

(83,203

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,765

 

 

 

1,068

 

 

 

5,558

 

 

 

1,900

 

Change in fair value of preferred stock tranche
   obligations

 

 

 

 

 

(1,341

)

 

 

 

 

 

(3,912

)

Bargain purchase gain

 

 

 

 

 

 

 

 

 

 

 

5,232

 

Other income (expense), net

 

 

(240

)

 

 

(47

)

 

 

(394

)

 

 

352

 

Loss before income taxes

 

 

(116,236

)

 

 

(57,445

)

 

 

(172,307

)

 

 

(79,631

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

4,167

 

Net loss

 

$

(116,236

)

 

$

(57,445

)

 

$

(172,307

)

 

$

(75,464

)

Net loss per share attributable to common stockholders,
   basic and diluted

 

$

(4.61

)

 

$

(4.64

)

 

$

(8.66

)

 

$

(6.27

)

Weighted average common shares outstanding used in
   calculating net loss per share attributable to common
   stockholders, basic and diluted

 

 

25,196,212

 

 

 

12,380,388

 

 

 

19,896,149

 

 

 

12,043,978

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on investments

 

 

(145

)

 

 

 

 

 

(298

)

 

 

 

Total comprehensive loss

 

$

(116,381

)

 

$

(57,445

)

 

$

(172,605

)

 

$

(75,464

)

 

Selected Condensed Consolidated Balance Sheet

 

(in thousands)

 

June 30, 2026

 

 

December 31, 2025

 

Cash, cash equivalents and investments

 

$

660,692

 

 

$

335,485

 

Total assets

 

 

721,786

 

 

 

390,942

 

Total liabilities

 

 

106,264

 

 

 

55,127

 

Total redeemable convertible preferred stock

 

 

 

 

 

586,150

 

Total stockholders’ equity (deficit)

 

 

615,522

 

 

 

(250,335

)

 

About Kardigan

Kardigan is a clinical-stage precision therapeutics company developing medicines that target the root cause of specific cardiovascular diseases where no approved treatments exist. Led by a proven and experienced management team, Kardigan is reimagining cardiovascular drug discovery and development through an integrated approach that unites deep cardiovascular biology, real-world patient data, and advanced analytics to enable more precise, efficient, and informed development of novel therapies. The company is based in South San Francisco, California and Princeton, New Jersey. To learn more, visit Kardigan.bio.

About Prolaio

Prolaio, a wholly owned subsidiary of Kardigan, is a cardiovascular intelligence company that enables the collection of continuous, real-world physiologic data from patients in their daily lives outside the clinic. Powered by a proprietary data and analytics platform, Prolaio delivers high-frequency, objective patient data throughout a clinical trial, helping to optimize trial design, reduce patient burden, accelerate development, and advance novel digital clinical endpoints.


Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding our product candidates, including the ongoing clinical trials for danicamtiv, ataciguat and tonlamarsen, including the expected enrollment, timing and topline data; and the Company’s expectations regarding uses of capital, expenses and financial results, including the expectation that the Company’s cash runway will extend through multiple data readouts and initiation of Phase 3 clinical trials. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect Kardigan’s business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to the Company’s research and development activities; risks that interim results are not predictive of final results in a clinical trial, Kardigan’s ability to execute on its strategy, including obtaining the requisite regulatory approvals on the expected timeline, if at all; uncertainties relating to preclinical and clinical development activities; Kardigan’s ability to attract, integrate and retain key personnel; risks related to the Company’s financial condition and need for substantial additional funds in order to complete development activities and commercialize product candidates, if approved; risks related to regulatory developments and approval processes of the U.S. Food and Drug Administration and comparable foreign regulatory authorities; and risks related to establishing and maintaining Kardigan’s intellectual property protections; as well as other risks described in “Risk Factors,” in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed with the Securities and Exchange Commission (SEC) on August 11, 2026, as well as subsequent filings with the SEC. Kardigan expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Contacts

Media:

Michael Bachner

Executive Director, Corporate Communications

+1 (609) 664-7308

[email protected]

Investors:

Clayton Robertson

Vice President, Investor Relations

[email protected]

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