Springer Amends Cartesian Therapeutics Stake Filing

TL;DR

Springer updated his Cartesian stake filing again. Still watching.

AI Summary

Timothy A. Springer, through TAS Partners LLC, has amended their Schedule 13D filing regarding Cartesian Therapeutics, Inc. as of July 2, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentages are not detailed in this excerpt. The amendment continues a series of filings related to their stake in the company.

Why It Matters

This filing indicates potential shifts in significant ownership of Cartesian Therapeutics, which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can signal changes in activist investor intentions or significant shifts in major holdings, requiring careful monitoring.

Key Numbers

• 20240705 — Filing Date (Date of the amendment filing)
• 20240702 — Date of Event (Date triggering the filing requirement)

Key Players & Entities

• Timothy A. Springer (person) — Filing person
• TAS Partners LLC (company) — Filing entity
• Cartesian Therapeutics, Inc. (company) — Subject company
• Michael K. Bradshaw, Jr. (person) — Authorized to receive notices
• 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
• $130.0 million — gregate purchase price of approximately $130.0 million (collectively, the “Financing&rdq
• $32,736,640 — ively, for aggregate purchase prices of $32,736,640, $14,427,220 and $26,140, respectively.
• $14,427,220 — gregate purchase prices of $32,736,640, $14,427,220 and $26,140, respectively. Each share o
• $26,140 — prices of $32,736,640, $14,427,220 and $26,140, respectively. Each share of Series B P

Filing Documents

• ea0208968-13da14spring_cart.htm (SC 13D/A) — 76KB
• 0001213900-24-059561.txt ( ) — 78KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

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: July 2024 Private Placement and Securities Purchase Agreement On July 2, 2024, the Issuer entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Dr. Springer, TAS, Dr. Lu and certain other institutional and accredited investors (the “Purchasers”) in a transaction exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) as a transaction not involving a public offering and/or Rule 506 of Regulation D thereunder. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell an aggregate of 3,563,247 shares of Common Stock and 2,937,903 shares of Series B Preferred Stock (the “PIPE Securities”) for an aggregate purchase price of approximately $130.0 million (collectively, the “Financing”). Dr. Springer, TAS and Dr. Lu purchased 1,636,832, 721,361 and 1,307 shares of Series B Preferred Stock, respectively, for aggregate purchase prices of $32,736,640, $14,427,220 and $26,140, respectively. Each share of Series B Preferred Stock is convertible into one (1) share of Common Stock, as described below. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series B Preferred Stock are set forth in the Certificate of Designation (furnished herewith on this Amendment No. 14 to the statement on Schedule 13D). Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The closing of the Financing occurred on July 3, 2024 (the “Closing Date”). The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full te

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 17,816,238 Shares issued and outstanding as of June 26, 2024, as reported on the Issuer’s Current Report on Form 8-K, dated July 2, 2024, plus (i) 3,563,247 Shares issued in the Financing and (ii) 2,937,903 Shares issuable upon the conversion of shares of Series B 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 July 3, 2024. CUSIP No . 816212302 13D Page 7 of 9 Pages The Reporting Persons, in the aggregate, beneficially own 8,833,106 Shares, representing approximately 36.3% of such class of securities. Dr. Springer is the beneficial owner of a total of 8,833,106 Shares, representing approximately 36.3% of the outstanding Shares and consisting of (i) 4,373,966 Shares held directly, (ii) 1,636,832 Shares issuable upon conversion of shares of Series B Preferred Stock held directly, (iii) 1,477 Shares issuable upon exercise of outstanding options exercisable within 60 days of July 3, 2024, (iv) 1,927,630 Shares held by TAS, (v) 721,361 Shares issuable upon conversion of Series B Preferred Stock held by TAS, (vi) 167,040 Shares underlying warrants exercisable within 60 days of July 3, 2024 held by TAS, (vii) 3,493 Shares held by Dr. Lu and (viii) 1,307 Shares issuable upon conversion of Series B Preferred Stock held by Dr. Lu. TAS is the beneficial owner of a total of 2,816,031 Shares, representing approximately 11.6% of the outstanding Shares and consisting of (i) 1,927,630 Shares, (ii) 721,361 Shares issuable upon conversion of Series B Preferred Stock, and (iii) 167,040 Shares underl

of the Schedule 13D is hereby amended

Item 7 of the Schedule 13D is hereby amended to be supplemented by the following: Exhibit No. Exhibit 99.10 Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 2, 2024). 99.11 Securities Purchase Agreement, dated July 2, 2024, by and between Cartesian Therapeutics, Inc. and each purchaser identified on Annex A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 2, 2024). 99.12 Form of Registration Rights Agreement, dated July 2, 2024, by and among Cartesian Therapeutics, Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 2, 2024). [signature page follows] CUSIP No . 816212302 13D Page 9 of 9 Pages

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: July 5, 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