This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value
$0.0001 (the “Common Stock”), of Cartesian Therapeutics, Inc., a Delaware corporation (the “Issuer”), filed by Michael Singer, Thirsty Brook 2010 Irrevocable Trust (“Thirsty Brook Trust”), Singer
Asefzadeh Family Holding Trust (“Singer Asefzadeh Trust”), Bakezilla 2019 Irrevocable Trust (“Bakezilla Trust” and together with Thirsty Brook Trust and Singer Asefzadeh Trust, the “Trusts”),
Baharak Asefzadeh and Barbara P. Martin (collectively, the “Reporting Persons”) on November 22, 2023 (such joint statement, as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:
| |
1. |
Item 3 of the Schedule 13D is hereby amended and restated in full as follows: |
| |
Item 3. |
Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired the right to receive an aggregate 15,096 shares of Common Stock and 25,936.957 shares of Series A Non-Voting Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A Preferred Stock”) pursuant to the Merger described in Item 4 below.
On January 2, 2024, Dr. Singer acquired an option to purchase up to 7,600 shares of Common Stock at an exercise price of $19.656 per
share in consideration of his service on the Issuer’s board of directors.
The information set forth under Item 4 of this Schedule 13D
is incorporated by reference into this Item 3.
| |
2. |
Item 4 of the Schedule 13D is hereby amended by inserting the following at the end of such section:
|
Amendment to Certificate of Designation
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.
Reverse Stock Split
On April 4, 2024, the Company effected a reverse stock split of the Common Stock at a ratio of 1-for-30, whereby every 30 shares of Common Stock outstanding were combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock.
Proportionate adjustments were made to the conversion ratio of the Series A Preferred Stock in accordance with the Certificate of Designations. All share amounts in this Amendment No. 1 are presented on a split-adjusted basis.
