Kardigan Inc美股招股说明书(2026-06-18版)

Common stock This is an initial public offering of shares of common stock of Kardigan, Inc. We are offering 25,000,000shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $16.00. Ourcommon stock has been approved for listing on the Nasdaq Global Market (“Nasdaq”) under the symbol “KARD.” We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such,we have elected to comply with certain reduced public company reporting requirements in this prospectus. Initial public offering price Underwriting discounts and commissions(1) We have granted the underwriters an option for a period of 30 days to purchase up to an additional 3,750,000shares of common stockfrom us, at the initial public offering price, less the underwriting discounts and commissions. Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page12 to readabout factors you should carefully consider before deciding to invest in shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale, at the initial public offering price,to our directors, officers, certain employees and certain other persons associated with us. See the section “Underwriting—Directed shareprogram.” The underwriters expect to deliver the shares against payment on or about June22, 2026. Jefferies J.P.Morgan LeerinkPartners Prospectus dated June17, 2026 Table of Contents Table of contents PageProspectus summary1The offering7Summary consolidated financial data10Risk factors12Special note regarding forward-looking statements108Use of proceeds110Dividend policy111Capitalization112Dilution114Management’s discussion and analysis of financial condition and results of operations117Business142Management227Executive compensation237Director compensation251Certain relationships and related person transactions254Principal stockholders261Description of capital stock264Shares eligible for future sale271Material U.S. federal income tax consequences for non-U.S. holders273Underwriting278Legal matters290Experts290Where you can find additional information290Index to consolidated financial statementsF-1 Through and including July12, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in ourcommon stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirementis in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsoldallotment or subscription. Neither we nor the underwriters have authorized anyone to provide you any information or make any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We andthe underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Youshould assume that the information appearing in this prospectus or in any applicable free writing prospectus is current only as of its date,regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations andprospects may have changed since that date. Table of Contents For investors outside of the United States: we have not, and the underwriters have not, done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States.Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. Basis of presentation Except where the context otherwise requires or where otherwise indicated, the terms “Kardigan,” “we,” “us,” “our,” “our company,”“Company” and “our business” refer to Kardigan, Inc. and its wholly owned subsidiaries, Rancho Santa Fe Bio, Inc. and Prolaio, Inc. The consolidated financial statements include the accounts of Kardigan, Inc. and its wholly owned subsidiaries, Rancho Santa Fe Bio, Inc.and Prolaio, Inc., which were acquired in June 2024 and February 2025, respectively. Our financial statements have been prepare