Singer Amends Cartesian Therapeutics Stake Filing

TL;DR

Singer trusts updated their Cartesian Therapeutics (CRTX) 13D filing on 4/8. No new shares mentioned, just an update.

AI Summary

On April 8, 2024, Michael Singer, through various trusts and entities including the 2019 Irrevocable Trust and Singer Asezadeh Family Holding Trust, filed an amendment to their Schedule 13D. This filing relates to their beneficial ownership of Cartesian Therapeutics, Inc. The filing does not disclose specific new shareholdings or dollar amounts but updates information regarding the reporting persons.

Why It Matters

This amendment to a Schedule 13D filing indicates a change or update in the beneficial ownership of Cartesian Therapeutics by Michael Singer and associated entities, which could signal shifts in control or investment strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can indicate significant changes in a company's ownership structure, potentially impacting stock price and corporate control.

Key Players & Entities

• Michael Singer (person) — Reporting Person
• Cartesian Therapeutics, Inc. (company) — Subject Company
• 2019 Irrevocable Trust (company) — Reporting Person Entity
• Singer Asezadeh Family Holding Trust (company) — Reporting Person Entity
• Foley Hoag LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti
• $19.656 — of Common Stock at an exercise price of $19.656 per share in consideration of his servi

Filing Documents

• d729913dsc13da.htm (SC 13D/A) — 116KB
• 0001193125-24-091931.txt ( ) — 118KB

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

Item 3 of the Schedule 13D is hereby amended and restated in full as follows: Item3. Source and Amount of Funds or Other Consideration The Reporting Persons acquired the right to receive an aggregate 15,096 shares of Common Stock and 25,936.957 shares of Series A Non-Voting Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the Series A Preferred Stock ) pursuant to the Merger described in Item 4 below. On January 2, 2024, Dr. Singer acquired an option to purchase up to 7,600 shares of Common Stock at an exercise price of $19.656 per share in consideration of his service on the Issuers board of directors. The information set forth under Item 4 of this Schedule 13D is incorporated by reference into this Item 3. 2.

of the Schedule 13D is hereby amended by inserting the following at the end of such section

Item 4 of the Schedule 13D is hereby amended by inserting the following at the end of such section: Amendment to Certificate of Designation On March 26, 2024, the Company, with the consent of the holders of Series A Preferred Stock required thereby, amended the Certificate of Designation (such amendment, the Amendment to the Certificate of Designation) such that the Automatic Conversion (as defined in the Certificate of Designation) will occur at 5:00 p.m. eight business days following stockholder approval of the Conversion Proposal. Reverse Stock Split On April 4, 2024, the Company effected a reverse stock split of the Common Stock at a ratio of 1-for-30, whereby every 30 shares of Common Stock outstanding were combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. Proportionate adjustments were made to the conversion ratio of the Series A Preferred Stock in accordance with the Certificate of Designations. All share amounts in this Amendment No. 1 are presented on a split-adjusted basis. Conversion of Series A Preferred Stock Pursuant to the terms of the Certificate of Designation, as amended by the Amendment to the Certificate of Designation, on April 8, 2024, following stockholder approval of the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock, each share of Series A Preferred Stock automatically converted into 33-1/3 shares of Common Stock, subject to beneficial ownership limitations. 3.

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

Item 5 of the Schedule 13D is hereby amended and restated in full as follows: Item5. Interest in Securities of the Issuer (a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this Schedule 13D, are based on a total of 17,779,787 shares of Common Stock issued and outstanding as of April 8, 2024, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2024. All of the share numbers reported herein are as of April 10, 2024, unless otherwise indicated. Each Reporting Persons cover page to this Schedule 13D is incorporated by reference into this

(a, b)

Item 5(a, b). In aggregate, the Reporting Persons have voting and dispositive power over 780,712 shares of Common Stock, representing approximately 4.3% of such class of securities. The beneficial ownership of each Reporting Person is as follows. (i) Dr. Singer beneficially owns 769,744 shares of Common Stock representing approximately 4.3% of the class, which includes 1,055 shares of Common Stock underlying stock options exercisable by Dr. Singer within 60 days of the date hereof. Dr. Singer has the sole power to vote and dispose of (a) 114,876 shares of Common Stock held directly by him, (b) 192,438 shares of Common Stock that are held for the benefit of Dr. Singers minor children in custodial accounts established pursuant to the Uniform Transfer to Minors Act for which Dr. Singer serves as custodian, and (c) 383,796 shares of Common Stock held directly by Thirsty Brook Trust that Dr. Singer has the right to acquire pursuant to a right of substitution in exchange for assets with an equal value to such shares. Dr. Singer has shared power to vote and dispose of (x) 56,719 shares of Common Stock held directly by Singer Asefzadeh Trust for which Dr. Singer is a trustee, (y) 7,127 shares of Common Stock held directly by Bakezilla Trust for which Dr. Singer is a trustee, and (z) 14,788 shares of Common Stock held directly by Dr. Asefzadeh. The foregoing excludes (A) 6,545 shares of Common Stock underlying stock options held by Dr. Singer that are not exercisable within 60 days of the date hereof and (B) 5,933 shares of Common Stock underlying restricted stock units held by Dr. Singer that will vest more than 60 days after the date hereof. (ii) Thirsty Brook Trust beneficially owns 383,796 shares of Common Stock representing approximately 2.2% of the class. Thirsty Brook Trust has the sole power to vote and dispose of the shares of Common Stock beneficially owned by it. (iii) Singer Asefzadeh Trust beneficially owns 56,719 shares of Common Stock representing

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

Item 7 of the Schedule 13D is hereby amended and restated in full as follows: Item7. Material to be Filed as Exhibits Exhibit 1 Joint Filing Agreement by and among Michael Singer, Thirsty Brook 2010 Irrevocable Trust, Singer Asefzadeh Family Holding Trust, Bakezilla 2019 Irrevocable Trust, Baharak Asefzadeh and Barbara P. Martin dated November 22, 2023 (incorporated by reference to Exhibit 1 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 2 Confirming Statement of Thirsty Brook 2010 Irrevocable Trust dated November 22, 2023 (incorporated by reference to Exhibit 2 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 3 Confirming Statement of Singer Asefzadeh Family Holding Trust dated November 22, 2023 (incorporated by reference to Exhibit 3 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 4 Confirming Statement of Bakezilla 2019 Irrevocable Trust dated November 22, 2023 (incorporated by reference to Exhibit 4 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 5 Confirming Statement of Baharak Asefzadeh dated November 22, 2023 (incorporated by reference to Exhibit 5 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 6 Confirming Statement of Barbara P. Martin dated November 22, 2023 (incorporated by reference to Exhibit 6 of the Reporting Persons Schedule 13D filed with the SEC on November 22, 2023). Exhibit 7 Agreement and Plan of Merger, dated November 13, 2023, by and among Selecta Biosciences, Inc. Sakura Merger Sub I, Inc., Sakura Merger Sub II, LLC and Cartesian Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023). Exhibit 8 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock (incorporated b

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