Cartesian Therapeutics Files S-1 for Public Offering

TL;DR

Cartesian Therapeutics is going public, get ready for a new stock offering.

AI Summary

Cartesian Therapeutics, Inc. filed an S-1 form on August 2, 2024, indicating a public offering. The company, formerly known as Selecta Biosciences Inc. until January 9, 2009, is based in Gaithersburg, MD. This filing suggests the company is preparing to raise capital through the sale of securities.

Why It Matters

This S-1 filing signals Cartesian Therapeutics' intent to access public markets, which could provide significant funding for its operations and growth initiatives.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to raise capital, which inherently carries risks associated with market reception and the company's future performance.

Key Numbers

• 333-281204 — SEC File Number (Identifies the specific SEC registration statement)
• 20090109 — Name Change Date (Date when Selecta Biosciences Inc. became Cartesian Therapeutics, Inc.)

Key Players & Entities

• Cartesian Therapeutics, Inc. (company) — Filer of the S-1
• Selecta Biosciences Inc. (company) — Former name of Cartesian Therapeutics, Inc.
• 20240802 (date) — Date of filing
• 704 QUINCE ORCHARD RD (address) — Business and mailing address
• GAITHERSBURG, MD (address) — City and State of business address

FAQ

Key Financial Figures

• $0.0001 — Shares") of our common stock, par value $0.0001 per share ("Common Stock"), and (ii) 2,
• $16.16 — ted sale price for our Common Stock was $16.16 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
• $9.82 — at a weighted-average exercise price of $9.82; 449,364 shares of Common Stock issua

Filing Documents

• ny20033174x1_s1.htm (S-1) — 7122KB
• ny20033174x1_ex5-1.htm (EX-5.1) — 6KB
• ny20033174x1_ex10-1.htm (EX-10.1) — 307KB
• ny20033174x1_ex10-3.htm (EX-10.3) — 249KB
• ny20033174x1_ex10-6.htm (EX-10.6) — 31KB
• ny20033174x1_ex23-1.htm (EX-23.1) — 2KB
• ny20033174x1_ex23-2.htm (EX-23.2) — 3KB
• ny20033174x1_ex107.htm (EX-FILING FEES) — 17KB
• logo_cartesian.jpg (GRAPHIC) — 51KB
• logo_cartesianx1.jpg (GRAPHIC) — 57KB
• ny20033174x1_diagram01x1.jpg (GRAPHIC) — 233KB
• ny20033174x1_diagram02x3.jpg (GRAPHIC) — 129KB
• ny20033174x1_diagram03x1.jpg (GRAPHIC) — 152KB
• ny20033174x1_ex5-1image1.jpg (GRAPHIC) — 35KB
• ny20033174x1_ex5-1image2.jpg (GRAPHIC) — 30KB
• ny20033174x1_ex5-1image3.jpg (GRAPHIC) — 3KB
• ny20033174x1_linecharts02.jpg (GRAPHIC) — 214KB
• ny20033174x1_linechartsx1.jpg (GRAPHIC) — 293KB
• 0001140361-24-035433.txt ( ) — 30879KB
• rnac-20240802.xsd (EX-101.SCH) — 151KB
• rnac-20240802_cal.xml (EX-101.CAL) — 135KB
• rnac-20240802_def.xml (EX-101.DEF) — 1093KB
• rnac-20240802_lab.xml (EX-101.LAB) — 1581KB
• rnac-20240802_pre.xml (EX-101.PRE) — 1455KB
• ny20033174x1_s1_htm.xml (XML) — 3486KB

USE OF PROCEEDS

USE OF PROCEEDS 37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 53

BUSINESS

BUSINESS 54 MARKET PRICE AND DIVIDENDS 75 MANAGEMENT 76 COMPENSATION DISCUSSION AND ANALYSIS 88 EXECUTIVE AND DIRECTOR COMPENSATION 107

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 114 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 117 SELLING STOCKHOLDERS 121 PLAN OF DISTRIBUTION 126

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 129 LEGAL MATTERS 136 EXPERTS 136 WHERE YOU CAN FIND MORE INFORMATION 137 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F- 1 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus contains information that you should consider when making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with information that is different from or in addition to the information contained in this prospectus or in any applicable prospectus supplement or in any related free writing prospectus prepared by or on behalf of us or to which we have referred you. Accordingly, neither we nor any Selling Stockholder takes any responsibility for, or can provide any assurance as to the reliability of, any information that others may give. The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in any accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. We may also provide a prospectus supplement or post-effective amendment to the re

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 July 29, 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; 1,915,211 shares of Common Stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $9.82; 449,364 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; 23,707 shares of Common Stock reserved for issuance under the Cartesian Therapeutics, Inc. Amended and Restated 2016 Incentive Award Plan (the "Old Cartesian Plan"); 3,508,468 shares of Common Stock reserved for issuance under our Amended and Restated 2016 Incentive Award Plan (the "2016 Plan"); 329,462 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." 5 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" se

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 violat

View Full Filing

View this S-1 filing on SEC EDGAR