M&A - Cartesian Therapeutics, Inc.

Form Type: 424B7

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125000634

Filing Summary: Cartesian Therapeutics, Inc. has filed a prospectus related to the resale of up to 11,392,350 shares of its common stock offered by selling stockholders. This includes 110,123 shares called Merger Common Shares and over 6 million shares termed Merger Conversion Shares, which are derived from the conversion of Series A Non-Voting Convertible Preferred Stock. A significant part of these shares is linked to a merger transaction with a previous entity known as Old Cartesian, which was completed as per the terms of an Agreement and Plan of Merger dated November 13, 2023. The common stock is being sold by existing stockholders and the company will not receive proceeds from this sale. As of September 30, 2024, 23,896,525 shares of the company’s common stock were outstanding. The offering provides an opportunity for existing stockholders to liquidate their positions without a direct sale by the company. Risks associated with investing in their securities are emphasized, alongside a comprehensive discussion of the company’s clinical-stage focus, mRNA therapy developments, and their financial condition detailed under the 'Risk Factors' section.