0001453687-24-000057.txt : 20240410 0001453687-24-000057.hdr.sgml : 20240410 20240410213050 ACCESSION NUMBER: 0001453687-24-000057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kurtoglu Metin CENTRAL INDEX KEY: 0002000284 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37798 FILM NUMBER: 24836979 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] 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 wk-form4_1712799040.xml FORM 4 X0508 4 2024-04-08 0 0001453687 Cartesian Therapeutics, Inc. RNAC 0002000284 Kurtoglu Metin C/O CARTESIAN THERAPEUTICS, INC. 704 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878 0 1 0 0 Chief Technology Officer 0 Common Stock 51033 D Stock Option (Right to Buy) 46.77 2024-04-08 4 M 0 6414.682 D 2026-11-06 Series A Non-Voting Convertible Preferred Stock 6414.682 0 D Stock Option (Right to Buy) 1.41 2024-04-08 4 M 0 213820 A 2026-11-06 Common Stock 213820 213820 D Stock Option (Right to Buy) 107.59 2024-04-08 4 M 0 427.645 D 2031-04-25 Series A Non-Voting Convertible Preferred Stock 427.645 0 D Stock Option (Right to Buy) 3.23 2024-04-08 4 M 0 14254 A 2031-04-25 Common Stock 14254 14254 D Stock Option (Right to Buy) 107.59 2024-04-08 4 M 0 427.646 D 2033-01-15 Series A Non-Voting Convertible Preferred Stock 427.646 0 D Stock Option (Right to Buy) 3.23 2024-04-08 4 M 0 14254 A 2032-02-29 Common Stock 14254 14254 D Stock Option (Right to Buy) 19.656 2034-01-01 Common Stock 65499 65499 D On April 4, 2024, the issuer effected a 1-for-30 reverse stock split (the "Reverse Stock Split") of its common stock ("Common Stock"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split. On March 27, 2024, the issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the stockholders of the issuer approved the Reverse Stock Split and the conversion of the issuer's Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") into shares of Common Stock. On April 8, 2024, the conversion of the majority of the shares of Series A Preferred Stock occurred automatically (the "Automatic Conversion"). The remaining shares of Series A Preferred Stock remain subject to certain beneficial ownership limitations described in the issuer's filings with the Securities and Exchange Commission. Prior to the Automatic Conversion, the option was fully exercisable. On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. ("Old Cartesian") in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023. Options to purchase Old 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. Following the Automatic Conversion, the option is fully exercisable. Following the Automatic Conversion, options previously exercisable for shares of Series A Preferred Stock may be exercised solely for shares of Common Stock. Prior to the Automatic Conversion, the option was exercisable for 213.823 shares of Series A Preferred Stock and would have become exercisable for the remaining 213.823 shares of Series A Preferred Stock in two equal tranches on March 1, 2025 and 2026. Following the Automatic Conversion, the option is currently exercisable for 7,127 shares of Common Stock and becomes exercisable for the remaining 7,127 shares of Common Stock in two equal tranches on March 1, 2025 and 2026. This option vests as to 25% on January 2, 2025. The remainder of the underlying shares will vest in three equal annual installments thereafter so that the underlying shares will be fully vested on January 2, 2028. /s/ Matthew Bartholomae, Attorney-in-Fact for Metin Kurtoglu 2024-04-10