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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Kardigan, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
Perceptive Advisors LLC Alexander Rakitin, 51 Astor Place, 10th Floor New York, NY, 10003 646-205-5345 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/29/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Perceptive Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,254,144.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Joseph Edelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,254,144.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Perceptive Life Sciences Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,476,240.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Perceptive Capital Solutions Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,777,904.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share |
| (b) | Name of Issuer:
Kardigan, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
506 Carnegie Center Drive, Suite 201, Princeton,
NEW JERSEY
, 08540. |
| 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. | Interest in Securities of the Issuer |
| (a) | 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. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated herein by reference. |
| (c) | 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. |
| (d) | 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. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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