{"url_path":"/sec/cik-0002123613/8-k/2026-06-23/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/2123613/0001193125-26-278429-index.html","accession_number":"0001193125-26-278429","cik":"0002123613","ticker":null,"issuer_name":"Kardigan, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2123613/0001193125-26-278429-index.html","primary_entity_key":"0002123613","primary_entity_name":"Kardigan, Inc."},"word_count":411,"has_tables":true,"body_markdown":"**Item 5.03 Amendments to Articles of Incorporation or Bylaws.**\n\nAs previously disclosed in the Registration Statement on Form S-1, as amended (File\nNo. 333-296236) (the “Registration Statement”), of Kardigan, Inc. (the “Company”), and in connection with the completion of the initial public offering of the Company’s\ncommon stock (the “IPO”), the Company filed its third amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on June 22, 2026. The\nCompany’s board of directors (the “Board”) and the Company’s stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and to be effective immediately prior to, the completion of\nthe IPO. The Amended and Restated Certificate amends and restates the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 700,000,000 shares of common\nstock; including 500,000,000 shares of voting common stock and 200,000,000 shares of non-voting common stock; (ii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time\nto time by the Board in one or more series; (iii) eliminate all references to the previously-existing series of preferred stock; and (iv) eliminate the ability of the Company’s stockholders to take action by written consent in lieu\nof a meeting and call special meetings of stockholders.\n\nThe foregoing description of the Amended and Restated Certificate is qualified by reference to\nthe Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.\n\nIn addition, as\npreviously disclosed in the Registration Statement, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Board and the Company’s stockholders, became effective as of the\neffectiveness of the Registration Statement. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures for the Company’s stockholders to take formal\nactions at meetings of stockholders; (ii) establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, including proposed nominations of persons for election to the\nBoard; and (iii) conform to the amended provisions of the Amended and Restated Certificate.\n\nThe foregoing description of the Amended and Restated\nBylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference."}