Cartesian Therapeutics Files S-1/A Amendment

TL;DR

Cartesian Therapeutics (fka Selecta) filed an S-1/A on 9/20. Looks like they're still getting their ducks in a row for a public offering.

AI Summary

Cartesian Therapeutics, Inc. filed an S-1/A amendment on September 20, 2024, for its registration statement. The company, formerly known as Selecta Biosciences Inc. until January 9, 2009, is incorporated in Delaware and operates in the Pharmaceutical Preparations sector. Its principal executive offices are located at 704 Quince Orchard Road, Gaithersburg, MD 20878, with a contact phone number of (617) 923-1400.

Why It Matters

This S-1/A filing indicates ongoing regulatory processes for Cartesian Therapeutics, Inc., which could impact its future stock offerings and financial structure.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with upcoming public offerings, which inherently carry market and execution risks.

Key Numbers

• 333-281204 — SEC File Number (Identifies the specific registration statement)
• 2834 — SIC Code (Indicates industry classification (Pharmaceutical Preparations))

Key Players & Entities

• Cartesian Therapeutics, Inc. (company) — Registrant
• September 20, 2024 (date) — Filing Date
• Selecta Biosciences Inc. (company) — Former Company Name
• January 9, 2009 (date) — Date of Name Change
• 704 Quince Orchard Road, Gaithersburg, MD 20878 (location) — Principal Executive Offices
• (617) 923-1400 (phone_number) — Business Phone
• Carsten Brunn, Ph.D. (person) — President and Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — Shares") of our common stock, par value $0.0001 per share ("Common Stock"), and (ii) 2,
• $16.54 — ted sale price for our Common Stock was $16.54 per share. An investment in our secur
• $700 million — ties, or our public float, is more than $700 million as of the last business day of our most
• $100 million — wing the year in which we have at least $100 million in revenue and at least $250 million in
• $250 million — st $100 million in revenue and at least $250 million in public float as of the last business
• $9.99 — at a weighted-average exercise price of $9.99; 448,211 shares of Common Stock issua

Filing Documents

• ny20033174x4_s1a.htm (S-1/A) — 5713KB
• ny20033174x4_ex23-1.htm (EX-23.1) — 2KB
• ny20033174x4_ex23-2.htm (EX-23.2) — 2KB
• logo_cartesian.jpg (GRAPHIC) — 51KB
• logo_cartesianx1.jpg (GRAPHIC) — 57KB
• ny20033174x4_diagram01.jpg (GRAPHIC) — 233KB
• ny20033174x4_diagram02.jpg (GRAPHIC) — 121KB
• ny20033174x4_diagram03.jpg (GRAPHIC) — 152KB
• ny20033174x4_linecharts01.jpg (GRAPHIC) — 293KB
• ny20033174x4_linecharts02.jpg (GRAPHIC) — 214KB
• ny20033174x4_safety.jpg (GRAPHIC) — 507KB
• 0001140361-24-041567.txt ( ) — 7959KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS 37

USE OF PROCEEDS

USE OF PROCEEDS 39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 58

BUSINESS

BUSINESS 59 MARKET PRICE AND DIVIDENDS 81 MANAGEMENT 82 COMPENSATION DISCUSSION AND ANALYSIS 94 EXECUTIVE AND DIRECTOR COMPENSATION 113

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 120 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 123 SELLING STOCKHOLDERS 127 PLAN OF DISTRIBUTION 132

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 135 LEGAL MATTERS 142 EXPERTS 142 WHERE YOU CAN FIND MORE INFORMATION 143 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 ii TABLE OF CONTENTS PROSPECTUS SUMMARY This summary may not contain all the information that you should consider before investing in securities. You should read the entire prospectus carefully, including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Company Overview The Company (formerly known as Selecta Biosciences, Inc. ("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. ("Old Cartesian"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Sakura Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), Sakura Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("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 (the "First Step Surviving Corporation"), and became a wholly owned subsidiary of the Company (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 (the "Surviving Company"), and continued under the name "Cartesian Bio, LLC" (the "Second Merger" a

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Resale Shares offered by the Selling Stockholders under this prospectus. The net proceeds from the sale of the Resale Shares offered by this prospectus will be received by the Selling Stockholders. See the section titled "Use of Proceeds."

Risk Factors

Risk Factors See the section titled "Risk Factors" and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our securities. Trading Markets and Ticker Symbols Our Common Stock is listed on the Nasdaq Global Market under the symbol "RNAC." The number of issued and outstanding shares of Common Stock does not include the following, as of September 3, 2024: 5,544,719 shares of Common Stock issuable upon the conversion of 166,341.592 outstanding shares of Series A Preferred Stock; 2,937,903 shares of Common Stock issuable upon the conversion of 2,937,903 outstanding shares of Series B Preferred Stock; 1,981,189 shares of Common Stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $9.99; 448,211 shares of Common Stock issuable upon the vesting of outstanding restricted stock units; 974,954 shares of Common Stock issuable upon the exercise of outstanding warrants; 27,270 shares of Common Stock reserved for issuance under the Cartesian Therapeutics, Inc. Amended and Restated 2016 Incentive Award Plan (the "Old Cartesian Plan"); 3,511,101 shares of Common Stock reserved for issuance under our Amended and Restated 2016 Incentive Award Plan (the "2016 Plan"); 253,377 shares of Common Stock reserved for issuance under our Amended and Restated 2018 Employment Inducement Incentive Award Plan (the "2018 Plan"); and 45,795 shares of Common Stock reserved for issuance pursuant to our 2016 Employee Stock Purchase Plan (the "2016 ESPP"). For additional information concerning the offering, see the section titled "Plan of Distribution." 4 TABLE OF CONTENTS RISK FACTORS SUMMARY The following summarizes the principal factors that make an investment in the Company speculative or risky, all of which are more fully described in the "Risk Factors" section below. This summary should be read in conjunction with the "Risk Factors" sec

RISK FACTORS

RISK FACTORS Risks Related to the Development of our Product Candidates We develop our mRNA-based product candidates by leveraging our proprietary technology and our manufacturing platform, RNA Armory, which is an unproven approach to the treatment of autoimmune disease. We are early in most of our clinical development efforts and may not be successful in our efforts to build a pipeline of product candidates and develop marketable drugs. Our mRNA approach to develop product candidates for the treatment of autoimmune diseases is an unproven approach. Our most advanced product candidate, Descartes-08 is in Phase 2 clinical development. We have not demonstrated the ability to successfully complete any Phase 3 or other pivotal clinical trials, obtain regulatory approvals, manufacture a commercial product, or arrange for a third party to do so on our behalf, or conduct other sales and marketing activities necessary for successful product commercialization. We may have problems identifying new product candidates and applying our technologies to other areas. Even if we are successful in identifying new product candidates, they may not be suitable for clinical development, including as a result of manufacturing difficulties, harmful side effects, limited efficacy or other characteristics that indicate that they are unlikely to be products that will receive marketing approval and achieve market acceptance. The success of our product candidates will depend on several factors, including the following: design, initiation and completion of preclinical studies and clinical trials with positive results; reliance on third parties, including but not limited to collaborators, licensees, clinical research organizations and contract manufacturing organizations; receipt of marketing approvals from applicable regulatory authorities; obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates and not infringing or violating

View Full Filing

View this S-1/A filing on SEC EDGAR