Cartesian Therapeutics Ownership Update

TL;DR

Kalayoglu, Hoge & Trust updated their Cartesian Therapeutics stake. Watch this.

AI Summary

On October 11, 2024, Murat Kalayoglu, Elizabeth Hoge, and the Seven One Eight Three Four Irrevocable Trust filed an amendment (No. 2) to their Schedule 13D for Cartesian Therapeutics, Inc. This filing indicates a change in beneficial ownership of the company's common stock.

Why It Matters

This filing signals a potential shift in control or significant stakeholder interest in Cartesian Therapeutics, which could impact the company's strategic direction and stock price.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant shifts in major shareholder positions, potentially leading to volatility.

Key Players & Entities

• Murat Kalayoglu (person) — Filing person with updated beneficial ownership
• Elizabeth Hoge (person) — Filing person with updated beneficial ownership
• Seven One Eight Three Four Irrevocable Trust (person) — Filing entity with updated beneficial ownership
• Cartesian Therapeutics, Inc. (company) — Subject company of the filing
• William R. Kolb (person) — Authorized to receive notices
• Daniel S. Clevenger (person) — Authorized to receive notices
• Foley Hoag LLP (company) — Legal counsel for the filing persons

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti

Filing Documents

• d851731dsc13da.htm (SC 13D/A) — 82KB
• 0001193125-24-237613.txt ( ) — 83KB

of the Schedule 13D is hereby supplemented as follows

Item 3 of the Schedule 13D is hereby supplemented as follows: On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by the Trust pursuant to Section 6.02 of the Certificate of Designation, as amended by the Amendment to the Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by the Trust were converted into 1,518,373 shares of Common Stock. 2.

of the Schedule 13D is supplemented as follows

Item 4 of the Schedule 13D is supplemented as follows: On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by the Trust pursuant to Section 6.02 of the Certificate of Designation, as amended by the Amendment to the Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by the Trust were converted into 1,518,373 shares of Common Stock. 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 23,896,525 shares of Common Stock issued and outstanding as of October 2, 2024, as advised by the Issuer. All of the share numbers reported herein are as of October 11, 2024, unless otherwise indicated. Each Reporting Persons cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b). In aggregate, the Reporting Persons have voting and dispositive power over 5,058,026 shares of Common Stock, representing approximately 19.9% of such class of securities. The securities reported herein exclude (a) 1,880,075 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by the Trust, but which would exceed the Conversion Limit, (b) 5,278 shares of Common Stock underlying stock options held by Murat Kalayoglu that are not exercisable within 60 days of the date hereof and (c) 5,933 shares of Common Stock underlying restricted stock units held by Murat Kalayoglu that will vest more than 60 days after the date hereof. The beneficial ownership of each Reporting Person is as follows: (i) Murat Kalayoglu beneficially owns 5,058,026 shares of Common Stock representing approximately 19.9% of the class; (ii) the Trust beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class; (iii) Elizabeth Hoge beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class; and (iv) Sinan Kalayoglu beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class. Pursuant to a right of substitution, Murat Kalayoglu has the right to acquire from the Trust the shares of Common Stock and Series A Preferred Stock held by the Trust in exchange for

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 Murat Kalayoglu, Seven One Eight Three Four Irrevocable Trust, Elizabeth Hoge and Sinan Kalayoglu 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 Seven One Eight Three Four 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 Elizabeth Hoge 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 Sinan Kalayoglu 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 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 6 Certificate of Designation of Series A Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023). Exhibit 7 Securities Purchase Agreement, dated November 13, 2023, by and among Selecta Biosciences, Inc. and the Purchasers named therein (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 November 13, 2023). Exhibit 8 Registration Rights Agreement, dat

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