Kardigan, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended June 30,2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from _________________ to _________________
Commission File Number:001-43354
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 93-2994203 |
|---|---|
| ( State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 506 Carnegie Center Drive, Suite 201Princeton, NJ | 08540 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415)573-3220
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | KARD | Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
As of August 7, 2026, the registrant had 93,503,699 shares of common stock, $0.00001 par value per share, outstanding.
Table of Contents
| Page | |||
|---|---|---|---|
| PART I. | FINANCIAL INFORMATION | 4 | |
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 4 | |
| Condensed Consolidated Balance Sheets | 4 | ||
| Condensed Consolidated Statements of Operations and Comprehensive Loss | 5 | ||
| Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 6 | ||
| Condensed Consolidated Statements of Cash Flows | 7 | ||
| Notes to Condensed Consolidated Financial Statements | 8 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 55 | |
| Item 4. | Controls and Procedures | 55 | |
| PART II. | OTHER INFORMATION | 57 | |
| Item 1. | Legal Proceedings | 57 | |
| Item 1A. | Risk Factors | 58 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 132 | |
| Item 3. | Defaults Upon Senior Securities | 133 | |
| Item 4. | Mine Safety Disclosures | 133 | |
| Item 5. | Other Information | 133 | |
| Item 6. | Exhibits | 133 | |
| Signatures | 135 | ||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”), of Kardigan, Inc. (the “Company”) contains or incorporates statements that constitute forward-looking statements within the meaning of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
the initiation, timing, progress and results of our research and development programs, preclinical studies and clinical trials;
the anticipated timing of release of topline data from the ongoing Phase 2b Cohort 1 trial of Danicamtiv KINSHIP-DCM, the ongoing Phase 2b clinical trial of KATALYST-AV, and the ongoing KARDINAL-ASH Phase 2 clinical trial;
the ability of clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results, and the ability of our preclinical studies to predict later clinical trial results;
the timing, scope and likelihood of regulatory filings and approvals of our product candidates;
our ability to deploy and develop our Prolaio platform;
the implementation of our business model, and strategic plans for our business, programs, and current and future product candidates;
our ability to obtain additional financing and the sufficiency of our existing cash, cash equivalents and investments to fund our future operating expenses and capital expenditure requirements;
the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
the size and growth potential of the markets for our product candidates, and our ability to serve those markets;
our potential and ability to successfully manufacture and supply our current and future product candidates for clinical trials and for commercial use, if approved;
the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;
developments relating to our competitors and our industry, including competing product candidates and therapies;
existing regulations and regulatory developments in the U.S. and other jurisdictions;
expectations regarding future events under collaboration and licensing agreements, including potential future payments, as well as our plans and strategies for entering into further collaboration and licensing agreements;
general economic, industry and market conditions, including fluctuating interest rates and rising inflation;
our ability to attract and retain the continued service of our key personnel and to identify, hire and retain additional qualified personnel;
our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act;
our expectations regarding expenses and financial results, including our expected cash runway and financial
performance; and
our anticipated use of our existing cash, cash equivalents and investments, including the proceeds from
our initial public offering.
These forward-looking statements are based on information available to us at the time of this Quarterly Report and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those discussed in the section titled “Risk Factors” included within this Quarterly Report on Form 10-Q.
SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS
Our business is subject to numerous risks and uncertainties, which include, but are not limited to, the following:
We are a clinical-stage biopharmaceutical company with a limited operating history, which may make it difficult to evaluate our current business and predict our future success and viability.
We have incurred significant financial losses since our inception and anticipate that we will continue to incur significant financial losses for the foreseeable future.
We will require substantial additional capital in order to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts.
Our business is highly dependent on the success of our product candidates, particularly Danicamtiv for genetic DCM, Ataciguat for moderate CAVS, and Tonlamarsen for post-hospitalization management of ASH.
If we are unable to successfully complete clinical development, obtain regulatory approval for or commercialize one or more of our product candidates, or if we experience delays in doing so, our business will be materially harmed.
The successful development of pharmaceutical products involves a lengthy and expensive process and is highly uncertain.
We may experience challenges with the acquisition, development, enhancement or deployment of technology necessary for our Prolaio platform.
The regulatory approval processes of the FDA, the European Medicines Agency (“EMA”), and other comparable regulatory authorities are lengthy, time-consuming and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.
We are dependent on third parties having accurately generated, collected, interpreted and reported data from certain preclinical studies and clinical trials that were previously conducted for our product candidates.
Our use of the Prolaio platform to enhance clinical trial design and execution is a novel approach that may not result in anticipated efficiencies or regulatory acceptance, which exposes us to unforeseen risks and makes it difficult for us to predict the time and cost of product development.
If our clinical trials fail to replicate positive results from earlier preclinical studies or clinical trials conducted by us or third parties, we may be unable to successfully develop, obtain regulatory approval for or commercialize our product candidates.
We have concentrated our research and development efforts on the treatment of cardiovascular diseases, a field that faces certain challenges in drug development.
The number of patients with certain cardiovascular diseases for which we are developing our product candidates has not been established with precision. If the actual number of patients with the diseases we elect to pursue with our product candidates is smaller than we anticipate, we may have difficulties in enrolling patients in our clinical trials, which may delay or prevent development of our product candidates. Even if such product candidates are successfully developed and approved, the markets for our product candidates may be smaller than we expect, and our revenue potential and ability to achieve profitability may be materially adversely affected.
We rely on third parties to assist in conducting our clinical trials. If they do not perform satisfactorily, we may not be able to obtain regulatory approval or commercialize our product candidates, or such approval or commercialization may be delayed, and our business could be substantially harmed.
If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, or if any of our material license agreements are terminated, we could lose our rights to key intellectual property and components enabling our technologies.
Our success depends upon our ability to obtain and protect our intellectual property and proprietary information. If we or our licensors are unable to obtain, maintain, defend and enforce patent or other intellectual property protection for any of our current or future product candidates or platform technologies, or if the scope of the patent or other intellectual property protection obtained is not sufficiently broad or if our intellectual property protection is not sufficiently broad or enforceable, third parties could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any of our current or future product candidates and platform technologies may be adversely affected.
An active trading market for our common stock may not be sustained.
The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors.
The summary risk factors described above should be read together with the full risk factors in the section titled “Risk Factors” and the other information set forth in this Quarterly Report, including our consolidated financial statements and related notes, as well as in other documents that we file with the Securities and Exchange Commission (“SEC”). The risks summarized above or described elsewhere in this Quarterly Report are not the only risks that we face. Additional risks and uncertainties not presently known to us, or that we currently deem to be immaterial, may also materially adversely affect our business, financial condition, results of operations, and future growth prospects.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.