8-K
filed November 13, 2023, 6:59 PM ET
ticker RNAC
CIK 0001453687
M&A
confidence high
sentiment neutral
materiality 0.85
Cartesian Therapeutics, Inc. (RNAC): M&A transaction — Selecta completes merger with Cartesian; renamed Cartesian Therapeutics, ticker RNAC
Cartesian Therapeutics, Inc.
- Merger closed Nov 13; Selecta issued 6.7M common shares and 384,931 Series A Preferred to Cartesian holders.
- Insider PIPE of $60.25M from board member Springer and former CEO Kalayoglu trust; 149,330 Series A Preferred sold.
- New officers appointed: Metin Kurtoglu (COO), Milos Miljkovic (CMO), Chris Jewell (CSO); former CMO/CSO/COO resigned.
- CVRs to be issued to Selecta stockholders, entitling them to 100% of future Sobi license milestones/royalties.
- Series A Preferred convertible into 1,000 common shares each, subject to stockholder approval of charter amendment.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Lloyd Johnston resigned as Chief Operations Officer at Cartesian Therapeutics, Inc..
- Action
- resigned
- Role
- Chief Operations Officer
Exact text from the filing
each of Peter Traber, Kei Kishimoto and Lloyd Johnston resigned as Chief Medical Officer, Chief Scientific Officer and Chief Operations Officer, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chris Jewell was appointed as Chief Scientific Officer at Cartesian Therapeutics, Inc..
- Action
- appointed
- Role
- Chief Scientific Officer
Exact text from the filing
the Board appointed Metin Kurtoglu as the Company’s Chief Operating Officer, Milos Miljkovic as the Company’s Chief Medical Officer, and Chris Jewell as the Company’s Chief Scientific Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Peter Traber resigned as Chief Medical Officer at Cartesian Therapeutics, Inc..
- Action
- resigned
- Role
- Chief Medical Officer
Exact text from the filing
each of Peter Traber, Kei Kishimoto and Lloyd Johnston resigned as Chief Medical Officer, Chief Scientific Officer and Chief Operations Officer, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kei Kishimoto resigned as Chief Scientific Officer at Cartesian Therapeutics, Inc..
- Action
- resigned
- Role
- Chief Scientific Officer
Exact text from the filing
each of Peter Traber, Kei Kishimoto and Lloyd Johnston resigned as Chief Medical Officer, Chief Scientific Officer and Chief Operations Officer, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Milos Miljkovic was appointed as Chief Medical Officer at Cartesian Therapeutics, Inc..
- Action
- appointed
- Role
- Chief Medical Officer
Exact text from the filing
the Board appointed Metin Kurtoglu as the Company’s Chief Operating Officer, Milos Miljkovic as the Company’s Chief Medical Officer, and Chris Jewell as the Company’s Chief Scientific Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Metin Kurtoglu was appointed as Chief Operating Officer at Cartesian Therapeutics, Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
the Board appointed Metin Kurtoglu as the Company’s Chief Operating Officer, Milos Miljkovic as the Company’s Chief Medical Officer, and Chris Jewell as the Company’s Chief Scientific Officer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cartesian Therapeutics, Inc.: Company amended its restated certificate of incorporation to change corporate name to Cartesian Therapeutics, Inc (effective 2023-11-13).
- Change
- charter amendment
- Effective
- 2023-11-13
Exact text from the filing
On November 13, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to the Charter to change its corporate name to Cartesian Therapeutics, Inc.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Cartesian Therapeutics, Inc. completed an acquisition involving Cartesian Therapeutics, Inc. for 6,723,662 shares of the common stock of Selecta and 384,930.725 shares of Series A Preferred Stock (closed 2023-11-13).
- Action
- acquisition
- Counterparty
- Cartesian Therapeutics, Inc.
- Consideration
- 6,723,662 shares of the common stock of Selecta and 384,930.725 shares of Series A Preferred Stock
- Closing
- 2023-11-13
Exact text from the filing
Agreement and Plan of Merger On November 13, 2023, Selecta Biosciences, Inc., a Delaware corporation (“Selecta” or the “Company”), acquired Cartesian Therapeutics, Inc., a Delaware corporation (“Cartesian”), in accordance with the terms of an Agreement and Plan of Merger, dated November 13, 2023 (the “Merger Agreement”), by and among Selecta, Sakura Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Selecta (“First Merger Sub”), Sakura Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Selecta (“Second Merger Sub”), and Cartesian.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Cartesian Therapeutics, Inc. entered into Merger Agreement with Selecta Biosciences, Inc..
- Action
- entry
- Agreement
- merger
- Counterparty
- Selecta Biosciences, Inc.
Exact text from the filing
Pursuant to the Merger Agreement, Selecta has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration
View on SEC.gov
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