Cartesian Therapeutics, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Cartesian Therapeutics, Inc. has filed its 2023 annual report (10-K) detailing its financial and operational status as of December 31, 2023.</b>

AI Summary

Cartesian Therapeutics, Inc. (RNAC) filed a Annual Report (10-K) with the SEC on March 7, 2024. Cartesian Therapeutics, Inc. filed its 2023 Form 10-K on March 7, 2024, reporting on the fiscal year ending December 31, 2023. The company's principal business address is 65 Grove Street, Watertown, MA 02472. Cartesian Therapeutics, Inc. was formerly known as Selecta Biosciences Inc., with a name change date of January 9, 2009. The filing covers the fiscal year 2023, with data points for December 31, 2023, and comparative periods. Key dates mentioned include November 13, 2023, related to common and preferred stock transactions and a securities purchase agreement.

Why It Matters

For investors and stakeholders tracking Cartesian Therapeutics, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Cartesian Therapeutics' financial performance, strategic initiatives, and risk factors for the fiscal year 2023, which is crucial for investors to assess the company's current standing and future prospects. The detailed financial statements and disclosures within the 10-K are essential for understanding the company's financial health, including its revenue streams, expenses, assets, liabilities, and equity, as well as any significant events that occurred during the reporting period.

Risk Assessment

Risk Level: medium — Cartesian Therapeutics, Inc. shows moderate risk based on this filing. The company's 10-K filing indicates it operates in the pharmaceutical preparations industry (SIC 2834), which is subject to significant regulatory oversight, clinical trial risks, and market competition, as is typical for biotechnology firms.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Cartesian Therapeutics' financial position and the inherent risks in its business operations.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period for the 10-K.)
• 2024-03-07 — Filing Date (The date the 10-K was filed with the SEC.)
• 2023 — Reporting Year (The fiscal year covered by the 10-K filing.)
• 2009-01-09 — Name Change Date (Date when Selecta Biosciences Inc. changed its name to Cartesian Therapeutics, Inc.)
• 2023-11-13 — Key Transaction Date (Date associated with common stock, preferred stock, and securities purchase agreement events.)

Key Players & Entities

• Cartesian Therapeutics, Inc. (company) — Filer name and subject of the 10-K filing.
• Selecta Biosciences Inc. (company) — Former name of Cartesian Therapeutics, Inc.
• 2023-12-31 (date) — Conformed period of report for the 10-K filing.
• 2024-03-07 (date) — Filed as of date for the 10-K filing.
• 65 Grove Street, Watertown, MA 02472 (address) — Business and mailing address of Cartesian Therapeutics, Inc.
• 0001453687 (company) — Central Index Key for Cartesian Therapeutics, Inc.
• 2834 (industry) — Standard Industrial Classification code for Pharmaceutical Preparations.
• 001-37798 (filing_id) — SEC file number for Cartesian Therapeutics, Inc.

FAQ

Risk Factors

• Regulatory Risks [high — regulatory]: The company's operations are subject to extensive regulation by government authorities, which can impact product development, approval, manufacturing, and marketing.
• Market Competition [high — market]: The pharmaceutical and biotechnology markets are highly competitive, with numerous companies developing similar therapies, which could affect market share and pricing.
• Clinical Trial Risks [high — operational]: The success of the company's product candidates depends on the outcomes of clinical trials, which are inherently uncertain and can face delays or failure.

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share RNAC The Nasdaq Sto

Filing Documents

• rnac-20231231.htm (10-K) — 2331KB
• exhibit414descriptionofsec.htm (EX-4.14) — 66KB
• exhibit106non-employeedire.htm (EX-10.6) — 24KB
• exhibit1011aleaseagreement.htm (EX-10.11(A)) — 302KB
• exhibit1011bfirstamendment.htm (EX-10.11(B)) — 66KB
• exhibit1011csecondamendmen.htm (EX-10.11(C)) — 24KB
• exhibit1012leasebetween749.htm (EX-10.12) — 319KB
• exhibit1015bamendmentno1to.htm (EX-10.15(B)) — 79KB
• exhibit1016patentlicenseno.htm (EX-10.16) — 261KB
• exhibit1017patentlicenseag.htm (EX-10.17) — 49KB
• exhibit1021astellaslicense.htm (EX-10.21) — 663KB
• exhibit211subsidiariesofca.htm (EX-21.1) — 3KB
• exhibit231_12312023.htm (EX-23.1) — 8KB
• exhibit311_12312023.htm (EX-31.1) — 10KB
• exhibit312_12312023.htm (EX-31.2) — 10KB
• exhibit321_12312023.htm (EX-32.1) — 10KB
• exhibit97compensationclawb.htm (EX-97) — 21KB
• rnac-20231231_g1.jpg (GRAPHIC) — 240KB
• rnac-20231231_g2.jpg (GRAPHIC) — 119KB
• rnac-20231231_g3.jpg (GRAPHIC) — 139KB
• rnac-20231231_g4.jpg (GRAPHIC) — 265KB
• rnac-20231231_g5.jpg (GRAPHIC) — 204KB
• rnac-20231231_g6.jpg (GRAPHIC) — 296KB
• 0001453687-24-000036.txt (&nbsp;) — 17774KB
• rnac-20231231.xsd (EX-101.SCH) — 99KB
• rnac-20231231_cal.xml (EX-101.CAL) — 117KB
• rnac-20231231_def.xml (EX-101.DEF) — 546KB
• rnac-20231231_lab.xml (EX-101.LAB) — 1056KB
• rnac-20231231_pre.xml (EX-101.PRE) — 822KB
• rnac-20231231_htm.xml (XML) — 1722KB

Business

Business 6 Item 1A.

Risk Factors

Risk Factors 23 Item 1B. Unresolved Staff Comments 50 Item 1C. Cybersecurity 51 Item 2.

Properties

Properties 51 Item 3.

Legal Proceedings

Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. [Reserved] 54 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 65 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 65 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 65 Item 9A.

Controls and Procedures

Controls and Procedures 65 Item 9B. Other Information 68 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 68 Part III Item 10. Directors, Executive Officers and Corporate Governance 69 Item 11.

Executive Compensation

Executive Compensation 69 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 69 Item 13. Certain Relationships and Related Transactions, and Director Independence 69 Item 14. Principal Accountant Fees and Services 69 Part IV Item 15. Exhibits and Financial Statement Schedules 70 Item 16. Form 10-K Summary 73

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, or the Annual Report, contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, the plans and objectives of management for future operations and future results of anticipated products, the impact of the resurgence of the COVID-19 pandemic or emergence of another pandemic on our business and operations and our future financial results, and the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential", or "continue" or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends th

Business

Item 1. Business Our Corporate History and Background The Company (formerly known as Selecta Biosciences, Inc., or Selecta) was incorporated in Delaware on December 10, 2007, and is headquartered in Gaithersburg, Maryland. On November 13, 2023, the Company and the Delaware corporation which, immediately prior to the Merger (as defined below), was known as Cartesian Therapeutics, Inc., or Old Cartesian, entered into an Agreement and Plan of Merger, or the Merger Agreement, by and among the Company, Sakura Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, or First Merger Sub, Sakura Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, or Second Merger Sub, and Old Cartesian. Pursuant to the Merger Agreement, and simultaneously with execution thereof, (i) First Merger Sub merged with and into Old Cartesian, pursuant to which Old Cartesian was the surviving corporation, or the First Step Surviving Corporation, and became a wholly owned subsidiary of the Company, or the First Merger, and (ii) immediately following the First Merger, Old Cartesian (as the First Step Surviving Corporation) merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving company, or the Surviving Company, and continued under the name "Cartesian Bio, LLC", or the Second Merger and, together with the First Merger, the Merger. In connection with the Merger and pursuant to the Merger Agreement, the Company (which was known as Selecta Biosciences, Inc. until immediately prior to the Merger) changed its corporate name to Cartesian Therapeutics, Inc. Overview We are a clinical-stage biotechnology company developing mRNA cell therapies for the treatment of autoimmune diseases. We leverage our proprietary technology and manufacturing platform to introduce one or more mRNA molecules into cells to enhance their function. Unlike DNA, mRNA degrades naturally over time without integratin

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View this 10-K filing on SEC EDGAR