Cartesian Therapeutics Files Proxy Statement for Annual Meeting

TL;DR

Cartesian Therapeutics DEF 14A filed. Proxy statement for Sept 20 meeting out. Vote your shares!

AI Summary

Cartesian Therapeutics, Inc. filed a DEF 14A on August 16, 2024, for its annual meeting on September 20, 2024. The filing concerns the company's proxy statement, which outlines proposals and information for shareholders to consider and vote on during the meeting. This includes details about director nominations, executive compensation, and other corporate governance matters.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and governance, impacting the direction and oversight of Cartesian Therapeutics.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can contain information about significant corporate actions, executive compensation, or shareholder proposals that could impact stock price.

Key Numbers

• 20240920 — Annual Meeting Date (Shareholders will vote on proposals at this date.)

Key Players & Entities

• Cartesian Therapeutics, Inc. (company) — Registrant
• 0001140361-24-037670 (filing_id) — Accession Number
• 20240816 (date) — Filing Date
• 20240920 (date) — Meeting Date

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), upon conver

Filing Documents

• ny20032264x2_def14a.htm (DEF 14A) — 209KB
• logo_cartesian.jpg (GRAPHIC) — 57KB
• ny20032264x2_pc01.jpg (GRAPHIC) — 579KB
• ny20032264x2_pc02.jpg (GRAPHIC) — 613KB
• 0001140361-24-037670.txt ( ) — 1928KB

From the Filing

DEF 14A 1 ny20032264x2_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under 240.14a-12 CARTESIAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS CARTESIAN THERAPEUTICS, INC. 704 Quince Orchard Road Gaithersburg, MD 20878 (617) 923-1400 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held September 20, 2024 Notice is hereby given that a special meeting of stockholders (the "Special Meeting") of Cartesian Therapeutics, Inc. (the "Company") will be held on September 20, 2024 at 10:00 a.m., Eastern Time, by virtual meeting online at www.virtualshareholdermeeting.com/RNAC2024SM2 for the following purposes: 1. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), upon conversion of the Company's Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") (the "Conversion Proposal" or "Proposal No. 1"); and 2. To approve the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal No. 1 (the "Adjournment Proposal" or "Proposal No. 2"). Only Company stockholders of record at the close of business on July 29, 2024 will be entitled to vote at the Special Meeting and any adjournment or postponement thereof. Your vote is important. Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the virtual Special Meeting, you will be able to vote your shares electronically, even if you have previously submitted your proxy. For questions regarding your stock ownership, you may contact us through our website at https://ir.cartesiantherapeutics.com/ or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC, by email at helpAST@equiniti.com, through its website at https://equiniti.com/us/ast-access/individuals/ or by phone at (800) 937-5449. Thank you for your ongoing support and continued interest in Cartesian Therapeutics, Inc. The Company's Notice of Special Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at http://www.proxyvote.com. By order of the board of directors, /s/ Carsten Brunn, Ph.D. Carsten Brunn, Ph.D. President and Chief Executive Officer, Director Gaithersburg, Maryland August 16, 2024 TABLE OF CONTENTS YOUR VOTE IS IMPORTANT WE CURRENTLY PLAN TO HOLD THE SPECIAL MEETING VIA LIVE WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES. IT IS IMPORTANT THAT YOU RETAIN A COPY OF THE CONTROL NUMBER FOUND ON THE PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE, AS SUCH NUMBER WILL BE REQUIRED IN ORDER FOR STOCKHOLDERS TO GAIN ACCESS TO THE SPECIAL MEETING. TABLE OF CONTENTS TABLE OF CONTENTS PROXY STATEMENT 1 QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING 2 CAUTIONARY INFORMATION REGARDING FORWARD LOOKING STATEMENTS 6 PROPOSAL NO. 1—APPROVAL OF

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View this DEF 14A filing on SEC EDGAR