Corporate GovernanceJun 23, 2026, 06:11 AM
Kardigan Amends Charter, Bylaws for IPO; Authorizes 700M Shares
AI Summary
Kardigan, Inc. filed its Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws with the State of Delaware on June 22, 2026, effective immediately prior to the completion of its initial public offering (IPO). These amendments, previously approved by the Board and stockholders, authorize 700 million shares of common stock and 10 million shares of preferred stock. They also eliminate stockholders' ability to act by written consent or call special meetings, while establishing new procedures for stockholder actions and proposals.
Key Highlights
- Authorized 700,000,000 shares of common stock, including 500,000,000 voting and 200,000,000 non-voting shares.
- Authorized 10,000,000 shares of undesignated preferred stock.
- Eliminated all references to previously-existing series of preferred stock.
- Eliminated stockholders' ability to take action by written consent in lieu of a meeting.
- Eliminated stockholders' ability to call special meetings.
- Established procedures for formal actions at stockholder meetings.
- Established advance notice procedure for stockholder proposals and Board nominations.
Price Impact
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