--- schema_version: "secwatch.filing_event.v1" accession: "0001453687-24-000048" form_type: "8-K" ticker: "RNAC" cik: "0001453687" company_name: "Cartesian Therapeutics, Inc." filed_at: "2024-03-28T23:59:59+00:00" generated_at: "2026-06-04T06:00:33.522574+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Cartesian stockholders approve Series A conversion and 1-for-30 reverse split effective April 4 ## Summary - Stockholders approved issuance of common shares upon conversion of Series A Non-Voting Convertible Preferred Stock; automatic conversion set for April 8, 2024. - Approved 1-for-30 reverse stock split effective after market close on April 4, 2024; trading on split-adjusted basis begins April 5 under RNAC. - Post-split shares outstanding will drop from ~165.5M to ~5.5M (before conversion) or ~17.8M (after conversion of most preferred shares). - No fractional shares; cash payment in lieu will be made; ~166.3K preferred shares remain subject to beneficial ownership limits. ## SEC filing metadata - accession: 0001453687-24-000048 - form_type: 8-K - ticker: RNAC - cik: 0001453687 - company_name: Cartesian Therapeutics, Inc. - filed_at: 2024-03-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.03, 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/0001453687-24-000048-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/rnac-20240326.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001453687-24-000048 - JSON: https://secwatch.observer/filing/0001453687-24-000048.json - Plain text: https://secwatch.observer/filing/0001453687-24-000048.txt ## Key facts - Governance Changes Cartesian Therapeutics, Inc.: Amended Certificate of Designation to change automatic conversion timing to 5:00 p.m. eight business days after stockholder approval of the Conversion Proposal (effective 2024-03-26). - Change: charter amendment - Effective: 2024-03-26 source text: 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 (defined below). evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/0001453687-24-000048-index.htm - Shareholder Votes Cartesian Therapeutics, Inc. shareholders approved Approval of an amendment to the Company's restated certificate of incorporation, as amended (the "Charter"), to effect a reverse stock split of the Company's issued and outstanding Common Stock, at a ratio in the range of 1-for-20 and 1-for-30, with such ratio to be determined at the discretion of t at the 2024-03-27 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-03-27 source text: Proposal 2: Approval of an amendment to the Company's restated certificate of incorporation, as amended (the "Charter"), to effect a reverse stock split of the Company's issued and outstanding Common Stock, at a ratio in the range of 1-for-20 and 1-for-30, with such ratio to be determined at the discretion of the Board of Directors (the "Board") of the Company (the "Reverse Stock Split Proposal"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 114,747,625 6,237,877 2,185,013 — evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/0001453687-24-000048-index.htm - Shareholder Votes Cartesian Therapeutics, Inc. shareholders approved Approval of the issuance of shares of the Company's Common Stock upon conversion of the Series A Preferred Stock (the "Conversion Proposal"). at the 2024-03-27 meeting. - Outcome: passed - Meeting: 2024-03-27 source text: Proposal 1: Approval of the issuance of shares of the Company's Common Stock upon conversion of the Series A Preferred Stock (the "Conversion Proposal"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 87,791,910 2,865,444 75,914 25,713,608 evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/0001453687-24-000048-index.htm - Shareholder Votes Cartesian Therapeutics, Inc. shareholders approved Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal Nos. 1 or 2 (the "Adjournment Proposal"). at the 2024-03-27 meeting. - Outcome: passed - Meeting: 2024-03-27 source text: Proposal 3: Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal Nos. 1 or 2 (the "Adjournment Proposal"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 114,948,498 7,889,418 332,599 — evidence_url: https://www.sec.gov/Archives/edgar/data/1453687/000145368724000048/0001453687-24-000048-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.