Springer Amends Stake in Cartesian Therapeutics

TL;DR

Springer updated his 13D filing for Cartesian Therapeutics. Watch for ownership changes.

AI Summary

Timothy A. Springer filed an amendment (No. 12) to Schedule 13D on March 28, 2024, regarding Cartesian Therapeutics, Inc. The filing indicates a change in beneficial ownership of the company's common stock. The specific details of the change in ownership percentage or number of shares are not explicitly stated in this excerpt, but it is an update to a previous filing.

Why It Matters

This filing signals a potential shift in control or significant shareholder activity for Cartesian Therapeutics, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can lead to volatility.

Key Numbers

• 12 — Amendment Number (Indicates this is the twelfth update to the filing.)
• 20240328 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• Timothy A. Springer (person) — Filing person
• Cartesian Therapeutics, Inc. (company) — Subject company
• TAS Partners LLC (company) — Group member
• CHAFEN LU (person) — Group member
• Nelson Mullins Riley & Scarborough LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $0.6552 — 228,000 Shares at an exercise price of $0.6552 per share. Each restricted stock unit r
• $0.5424 — n market at a weighted average price of $0.5424 per share for an aggregate purchase pri
• $351,669 — gregate purchase price of approximately $351,669 (excluding commissions). TAS drew from
• $0.5852 — n market at a weighted average price of $0.5852 per share for an aggregate purchase pri
• $314,526 — gregate purchase price of approximately $314,526 (excluding commissions). TAS drew from
• $0.5985 — n market at a weighted average price of $0.5985 per share for an aggregate purchase pri
• $11,397 — gregate purchase price of approximately $11,397 (excluding commissions). TAS drew from
• $0.6224 — n market at a weighted average price of $0.6224 per share for an aggregate purchase pri
• $11,439 — gregate purchase price of approximately $11,439 (excluding commissions). Dr. Lu used pe
• $1.46 — 970,443 Shares for an exercise price of $1.46 per share for an aggregate exercise pri
• $2,876,847 — gregate exercise price of approximately $2,876,847. TAS drew from its investment capital f

Filing Documents

• ea0202726-13da12spring_cart.htm (SC 13D/A) — 65KB
• 0001213900-24-027362.txt ( ) — 66KB

of the Schedule 13D is hereby amended to be supplemented by

Item 3 of the Schedule 13D is hereby amended to be supplemented by the following: On January 2, 2024, for service on the board of directors of the Issuer, Dr. Springer was granted (i) 178,000 restricted stock units and (ii) options to purchase 228,000 Shares at an exercise price of $0.6552 per share. Each restricted stock unit represents a contingent right to receive one Share, which will vest in three equal annual installments so that the underlying shares will be fully vested on January 2, 2027. The options vest in 36 equal monthly installments, such that they shall be fully vested on the third anniversary of the date of grant. The options have a term of ten years from the date of grant. On March 14, 2024, TAS purchased 648,372 Shares on the open market at a weighted average price of $0.5424 per share for an aggregate purchase price of approximately $351,669 (excluding commissions). TAS drew from its investment capital for such acquisition. On March 15, 2024, TAS purchased 537,500 Shares on the open market at a weighted average price of $0.5852 per share for an aggregate purchase price of approximately $314,526 (excluding commissions). TAS drew from its investment capital for such acquisition. On March 18, 2024, TAS purchased 19,044 Shares on the open market at a weighted average price of $0.5985 per share for an aggregate purchase price of approximately $11,397 (excluding commissions). TAS drew from its investment capital for such acquisition. Between January 17, 2024 and March 18, 2024, inclusive, Dr. Lu purchased 18,400 Shares on the open market at a weighted average price of $0.6224 per share for an aggregate purchase price of approximately $11,439 (excluding commissions). Dr. Lu used personal funds for such acquisition. On March 26, 2024, TAS exercised warrants to purchase 1,970,443 Shares for an exercise price of $1.46 per share for an aggregate exercise price of approximately $2,876,847. TAS drew from its investment capital for such exercise. CUSIP N

of Schedule 13D is hereby amended and restated in full as follows

Item 5 of Schedule 13D is hereby amended and restated in full as follows: The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5. (a) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Statement, are based on a total of 161,948,618 Shares issued and outstanding as of March 1, 2024, as reported on the Issuer’s Annual Report on Form 10-K, dated March 7, 2024, plus (i) 384,930,724 Shares issuable upon the conversion of shares of Series A Preferred Stock issued in the Merger, and (ii) 149,330,115 Shares issuable upon the conversion of Series A Preferred Stock issued in the Financing. All of the Share numbers reported below, and on each Reporting Person’s cover page to this Statement, are as of March 26, 2024. The Reporting Persons, in the aggregate, beneficially own 194,189,313 Shares, representing approximately 27.9% of such class of securities. Dr. Springer is the beneficial owner of a total of 194,189,313 Shares, representing approximately 27.9% of the outstanding Shares and consisting of (i) 7,293,625 Shares held directly, (ii) 25,333 Shares issuable upon exercise of outstanding options exercisable within 60 days of March 26, 2024, (iii) 123,925,407 Shares issuable upon conversion of shares of Series A Preferred Stock held directly, (iv) 33,043,849 Shares held by TAS, (v) 24,785,081 Shares issuable upon conversion of Series A Preferred Stock held by TAS, (vi) 5,011,200 Shares underlying warrants exercisable within 60 days of March 26, 2024 held by TAS, and (vii) 104,818 Shares held by Dr. Lu. TAS is the beneficial owner of a total of 62,840,130 Shares, representing approximately 9.0% of the outstanding Shares and consisting of (i) 33,043,849 Shares, (ii) 24,785,081 Shares issuable upon conversion of Series A Preferred Stock, and (iii) 5,011,200 Shares underlying warrants exercisable within 60 days of March

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 28, 2024 /s/ Timothy A. Springer Timothy A. Springer /s/ Chafen Lu Chafen Lu TAS Partners LLC By: /s/ Timothy A. Springer Name: Timothy A. Springer Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR