0001453687-24-000065.txt : 20240410
0001453687-24-000065.hdr.sgml : 20240410
20240410214306
ACCESSION NUMBER: 0001453687-24-000065
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: Kalayoglu Murat
CENTRAL INDEX KEY: 0002000002
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37798
FILM NUMBER: 24836991
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_1712799774.xml
FORM 4
X0508
4
2024-04-08
0
0001453687
Cartesian Therapeutics, Inc.
RNAC
0002000002
Kalayoglu Murat
C/O CARTESIAN THERAPEUTICS, INC.
704 QUINCE ORCHARD ROAD
GAITHERSBURG
MD
20878
1
0
1
0
0
Common Stock
2024-04-08
4
M
0
491853
A
506377
D
Common Stock
2024-04-08
4
M
0
2926764
A
3036887
I
by trust
Series A Non-Voting Convertible Preferred Stock
2024-04-08
4
M
0
14755.609
D
Common Stock
491853
0
D
Series A Non-Voting Convertible Preferred Stock
2024-04-08
4
M
0
87802.95
D
Common Stock
2926764
101953.444
I
by trust
Stock Option (Right to Buy)
19.656
2034-01-01
Common Stock
7600
7600
D
On March 27, 2024, issuer held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the issuer's stockholders 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 issuer's filings with the Securities and Exchange Commission. At the time of the Automatic Conversion, the reporting person's shares of Series A Preferred Stock were limited to the extent that doing so would result in the reporting person beneficially owning greater than 19.9% of the issuer's outstanding Common Stock after giving effect to such conversion.
On April 4, 2024, the issuer effected a 1-for-30 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
Shares are held in a trust (the "Trust") for the benefit of the reporting person's spouse and children. The reporting person's spouse is a trustee of the Trust.
On November 13, 2023, the issuer acquired the private Delaware corporation which was then known as Cartesian Therapeutics, Inc. in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the "Merger"). These securities represent merger consideration payable as a result of the closing of the Merger.
These securities represent merger consideration payable as a result of the closing of the Merger and securities purchased in a private placement in November 2023.
This award will vest in 36 equal monthly installments, so that it shall be fully vested on the third anniversary of the date of grant.
/s/ Matthew Bartholomae, Attorney-in-Fact for Murat Kalayoglu
2024-04-10