Springer Amends 13D Filing for Cartesian Therapeutics

TL;DR

Springer filed a 13D/A for Cartesian Therapeutics, Inc. - ownership change.

AI Summary

Timothy A. Springer filed Amendment No. 15 to Schedule 13D on September 25, 2024, regarding Cartesian Therapeutics, Inc. The filing indicates a change in beneficial ownership of the company's common stock. Springer is associated with TAS Partners LLC and 03 Life Sciences.

Why It Matters

This amendment signals a potential shift in control or significant investment activity by a major shareholder in Cartesian Therapeutics, which could impact the stock price and future corporate strategy.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant stake-building, which may lead to volatility.

Key Numbers

• 20240925 — Filing Date (Date of the event requiring this filing)

Key Players & Entities

• Timothy A. Springer (person) — Filing person
• Cartesian Therapeutics, Inc. (company) — Subject company
• TAS Partners LLC (company) — Associated entity
• 03 Life Sciences (company) — Associated entity
• 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
• $12.48 — of 8,016 Shares at prices ranging from $12.48 to $13.05 per share for an aggregate pu
• $13.05 — Shares at prices ranging from $12.48 to $13.05 per share for an aggregate purchase pri
• $101,968 — gregate purchase price of approximately $101,968. Dr. Lu used personal funds for such ac

Filing Documents

• ea0215881-13da15spring_cart.htm (SC 13D/A) — 78KB
• 0001213900-24-082736.txt ( ) — 80KB

Source

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: In open market purchases on August 12, 2024, Dr. Lu acquired an aggregate of 8,016 Shares at prices ranging from $12.48 to $13.05 per share for an aggregate purchase price of approximately $101,968. Dr. Lu used personal funds for such acquisitions. On September 20, 2024, the Issuer held a special meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Issuer approved the issuance of shares of Common Stock upon conversion of the Company’s Series B Preferred Stock, subject to certain beneficial ownership limitations described in the Issuer’s filings with the Securities and Exchange Commission. The Automatic Conversion (as defined in the Certificate of Designation) of the Series B Preferred Stock occurred on September 25, 2024 at 5:00 p.m. Eastern Time pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) of the Series B Preferred Stock. At the time of the Automatic Conversion, all of the Reporting Persons’ shares of Series B Preferred Stock converted into shares of Common Stock. CUSIP No . 816212302 13D Page 6 of 7 Pages Item 5. Interest in Securities of the Issuer .

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 23,893,525 Shares issued and outstanding as of September 25, 2024, as reported on the Issuer’s Current Report on Form 8-K, dated September 26, 2024, plus 167,040 Shares issuable upon the conversion of shares of Series B Preferred Stock. All of the Share numbers reported below, and on each Reporting Person’s cover page to this Statement, are as of September 25, 2024. The Reporting Persons, in the aggregate, beneficially own 8,841,756 Shares, representing approximately 36.7% of such class of securities. Dr. Springer is the beneficial owner of a total of 8,841,756 Shares, representing approximately 36.7% of the outstanding Shares and consisting of (i) 6,010,798 Shares held directly, (ii) 2,111 Shares issuable upon exercise of outstanding options exercisable within 60 days of September 25, 2024, (iii) 2,648,991 Shares held by TAS, (iv) 167,040 Shares underlying warrants exercisable within 60 days of September 25, 2024 held by TAS and (v) 12,816 Shares held by Dr. Lu. TAS is the beneficial owner of a total of 2,816,031 Shares, representing approximately 11.7% of the outstanding Shares and consisting of (i) 2,648,991 Shares and (ii) 167,040 Shares underlying warrants exercisable within 60 days of September 25, 2024. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS. Dr. Lu is the beneficial owner of a total of 12,816 Shares, representing approximately 0.1% of the outstanding Shares and consisting of 12,816 Shares held directly. Dr. Lu is the spouse of Dr. Springer. (b) Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly

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: September 27, 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