06/18/2026 | Press release | Distributed by Public on 06/18/2026 04:09
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (5) | 06/05/2034 | Common Stock | 4,277,389 | $8 | D | |
| Stock Option (right to buy) | (6) | 09/30/2035 | Common Stock | 1,400,974 | $14.71 | D | |
| Stock Option (right to buy) | (7) | 04/06/2036 | Common Stock | 1,875,641 | $23.9 | D | |
| Stock Option (right to buy) | (8) | 04/06/2036 | Common Stock | 7,268,112 | $23.9 | D | |
| Series A Preferred Stock | (9) | (9) | Common Stock | 28,702 | (9) | I | By AEG 2021 Trust(1) |
| Series A Preferred Stock | (9) | (9) | Common Stock | 41,001 | (9) | I | By KCM 2023 Trust(4) |
| Series B Preferred Stock | (9) | (9) | Common Stock | 498,692 | (9) | I | By spouse(10) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GIANAKAKOS ANASTASIOS C/O KARDIGAN, INC. 506 CARNEGIE CENTER DRIVE, SUITE 201 PRINCETON, NJ 08540 |
X | President & CEO | ||
| /s/ John B. Moriarty, Jr., Attorney-in-Fact | 06/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares held by AEG 2021 Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (2) | Represents shares held by Katina Mandas 2024 Qualified Annuity Trust dated April 29, 2024. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (3) | Represents shares held by MJA Legacy Trust dated May 6, 2020. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (4) | Represents shares held by KCM 2023 Trust. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (5) | The option vests in five equal installments, each of which is tied to the Issuer achieving certain market valuation thresholds at specified levels, and subject to the Reporting Person's continuous service as CEO through June 6, 2027. |
| (6) | The option vests in four installments, with 10% of the shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 30% vesting upon achievement of the second specified Issuer market valuation threshold, 30% vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 30% vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service as CEO through June 6, 2027. |
| (7) | 25% of the shares subject to this option shall vest and become exercisable on March 25, 2027 with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
| (8) | The option vests in four installments, with 1,125,385 shares subject to the option vesting upon achievement of the first specified Issuer market valuation threshold, 1,125,385 shares vesting upon achievement of the second specified Issuer market valuation threshold, 2,250,770 shares vesting upon achievement of the third specified Issuer market valuation threshold, and the remaining 2,766,572 shares vesting upon achievement of the fourth specified Issuer market valuation threshold, in each case subject to the Reporting Person's continuous service on each such vesting date. |
| (9) | Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date. |
| (10) | The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
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Remarks: Exhibit 24 - Power of Attorney |
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