0001062993-23-020924.txt : 20231115 0001062993-23-020924.hdr.sgml : 20231115 20231115164225 ACCESSION NUMBER: 0001062993-23-020924 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231113 FILED AS OF DATE: 20231115 DATE AS OF CHANGE: 20231115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kurtoglu Metin CENTRAL INDEX KEY: 0002000284 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37798 FILM NUMBER: 231411149 MAIL ADDRESS: STREET 1: C/O CARTESIAN THERAPEUTICS, INC. STREET 2: 704 QUINCE ORCHARD RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cartesian Therapeutics, Inc. CENTRAL INDEX KEY: 0001453687 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 65 GROVE STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-923-1400 MAIL ADDRESS: STREET 1: 65 GROVE STREET CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: SELECTA BIOSCIENCES INC DATE OF NAME CHANGE: 20090109 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-11-13 0001453687 Cartesian Therapeutics, Inc. RNAC 0002000284 Kurtoglu Metin C/O CARTESIAN THERAPEUTICS, INC. 65 GROVE STREET WATERTOWN MA 02472 0 1 0 0 Chief Operations Officer 0 Stock Option (Right to Buy) 46.77 2023-11-13 4 A 0 6414.682 A 2026-11-06 Series A Non-Voting Convertible Preferred Stock 6414.682 6414.682 D Stock Option (Right to Buy) 107.59 2023-11-13 4 A 0 427.645 A 2031-04-25 Series A Non-Voting Convertible Preferred Stock 427.645 427.645 D Stock Option (Right to Buy) 107.59 2023-11-13 4 A 0 427.645 A 2032-02-29 Series A Non-Voting Convertible Preferred Stock 427.645 427.645 D Option is fully exercisable. Following the approval by the stockholders of the issuer of the conversion of the Series A Preferred Stock into shares of common stock of the issuer ("Common Stock"), each share of Series A Preferred Stock will be convertible into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On November 13, 2023, the issuer acquired Cartesian Therapeutics, Inc. ("Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. Options to purchase Cartesian common stock held by the reporting person were converted into options to purchase shares of Series A Preferred Stock in connection with the acquisition. Option is currently exercisable for 106.911 shares of Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") and becomes exercisable for the remaining shares in three equal tranches on March 1, 2024, 2025 and 2026. /s/ Metin Kurtoglu 2023-11-15