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