0001062993-24-008251.txt : 20240410 0001062993-24-008251.hdr.sgml : 20240410 20240410162040 ACCESSION NUMBER: 0001062993-24-008251 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seven One Eight Three Four Irrevocable Trust CENTRAL INDEX KEY: 0002000959 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37798 FILM NUMBER: 24836039 BUSINESS ADDRESS: STREET 1: C/O CARTESIAN THERAPEUTICS, INC. STREET 2: 704 QUINCE ORCHARD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: (301) 348-8698 MAIL ADDRESS: STREET 1: C/O CARTESIAN THERAPEUTICS, INC. STREET 2: 704 QUINCE ORCHARD ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hoge Elizabeth CENTRAL INDEX KEY: 0002000987 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37798 FILM NUMBER: 24836040 MAIL ADDRESS: STREET 1: C/O CARTESIAN THERAPEUTICS, INC. STREET 2: 704 QUINCE ORCHARD ROAD 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] ORGANIZATION NAME: 03 Life Sciences 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 2024-04-08 0001453687 Cartesian Therapeutics, Inc. RNAC 0002000987 Hoge Elizabeth C/O CARTESIAN THERAPEUTICS, INC. 704 QUINCE ORCHARD RD GAITHERSBURG MD 20878 0 0 1 0 0002000959 Seven One Eight Three Four Irrevocable Trust C/O CARTESIAN THERAPEUTICS, INC. 704 QUINCE ORCHARD RD GAITHERSBURG MD 20878 0 0 1 0 0 Common Stock 2024-04-08 4 C 0 2926764 A 3036887 I as trustee Common Stock 2024-04-08 4 C 0 491853 A 506377 I by spouse Series A Non-Voting Convertible Preferred Stock 2024-04-08 4 C 0 87802.950 0 D Common Stock 2926764 101953.444 I by trust Series A Non-Voting Convertible Preferred Stock 2024-04-08 4 C 0 14755.609 0 D Common Stock 491853 0 I by spouse Following the approval by the stockholders of the issuer of the conversion of the Series A Non-Voting Convertible Preferred Stock of the issuer ("Series A Preferred Stock") into shares of common stock of the issuer ("Common Stock"), each share of Series A Preferred Stock automatically converted into 33-1/3 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. Shares are owned directly by Seven One Eight Three Four Irrevocable Trust (the "Trust"). The reporting person is a trustee and beneficiary of the Trust. Exhibits 24.1 and 24.2 filed herewith. /s/ Murat Kalayoglu, Authorized Person 2024-04-10 /s/ Murat Kalayoglu, Authorized Person 2024-04-10 EX-24.1 2 exhibit24-1.htm EXHIBIT 24.1

Exhibit 3

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Murat Kalayoglu to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation. The authority of Murat Kalayoglu under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation, unless earlier revoked in writing. The undersigned acknowledges that Murat Kalayoglu is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

 

Dated: November 22, 2023

 

 

 

/s/ Elizabeth Hoge

 

 

 

Elizabeth Hoge

 

 EX-24.2 3 exhibit24-2.htm EXHIBIT 24.2


Exhibit 2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Murat Kalayoglu to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation. The authority of Murat Kalayoglu under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's ownership of or transactions in securities of Cartesian Therapeutics, Inc., a Delaware corporation, unless earlier revoked in writing. The undersigned acknowledges that Murat Kalayoglu is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

 

Dated: November 22, 2023

 

 

SEVEN ONE EIGHT THREE FOUR IRREVOCABLE TRUST

 

 

By:

 

/s/ Sinan Kalayoglu

 

 

 

Sinan Kalayoglu, Trustee