Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-37798

Cartesian Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


			Delaware			26-1622110
			(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

			7495 New Horizon Way, Frederick, MD			21703
			(Address of principal executive offices)			(Zip Code)

(301) 348-8698

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RNAC	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

Title of each class
Contingent Value Rights

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of November 1, 2024, the registrant had 25,414,898 shares of common stock, par value $0.0001 per share, outstanding.


TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	5
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	5
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2024 and 2023	6
	Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three Months ended March 31, June 30, and September 30, 2024 and 2023	7
	Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or the Quarterly Report, contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, the plans and objectives of management for future operations and future results of anticipated products, the impact of the resurgence of the COVID-19 pandemic or emergence of another pandemic on our business and operations and our future financial results, and the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the following:

•any future payouts under the contingent value right, or CVR, issued to our holders of record as of the close of business on December 4, 2023;

•our ability to achieve the expected benefits or opportunities and related timing with respect to the Merger (as defined below) or to monetize any of our legacy assets;

•our future results of operations and financial position, business strategy, and the length of time that we believe our existing cash resources will fund our operations;

•our market size and our potential growth opportunities;

•our preclinical and clinical development activities;

•the efficacy and safety profile of our product candidates;

•the potential therapeutic benefits and economic value of our product candidates;

•the timing and results of preclinical studies and clinical trials;

•the expected impact of macroeconomic conditions, including inflation, increasing interest rates and volatile market conditions, current or potential bank failures;

•global events, including the ongoing conflicts between Russia and Ukraine and between Hamas and Israel and geopolitical tensions in China on our operations;

•the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates;

•potential litigation related to the Merger (as defined below) instituted against us or our directors;

•our ability to prevent or minimize the effects of litigation and other contingencies;

•our status as a preclinical and development-stage company and our expectation to incur losses in the future, and the possibility that we never achieve or maintain profitability;

•uncertainties with respect to our ability to access future capital;

•our ability to maximize the value of our pipeline of product candidates;

•our unproven approach to therapeutic intervention;

•our ability to enroll patients in clinical trials, timely and successfully complete those trials and receive necessary regulatory approvals;

•our ability to continue to grow our manufacturing capabilities and resources;

•our ability to manufacture our product candidates, which in some cases are manufactured on a patient-by-patient basis;

•our ability to access manufacturing facilities and to receive or manufacture sufficient quantities of our product candidates;

•our ability to maintain our existing or future collaborations or licenses and to seek new collaborations, licenses or partnerships;

•the impact of resurgence of the COVID-19 pandemic on our operations, the continuity of our business, including our preclinical studies and clinical trials, and general economic conditions;

•our ability to protect and enforce our intellectual property rights;

•federal, state, and foreign regulatory requirements, including U.S. Food and Drug Administration, or FDA, regulation of our product candidates;

•our ability to obtain and retain key executives and retain qualified personnel; and

•developments relating to our competitors and our industry, including the impact of government regulation.

Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and it is not possible for management to predict all risk and uncertainties.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Cartesian Therapeutics, Inc. and Subsidiaries

Consolidated Balance Sheets

(Amounts in thousands, except share data and par value)


	September 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	219,198	$	76,911


Accounts receivable	4,829		5,870
Unbilled receivables	980		2,981
Prepaid expenses and other current assets	4,129		4,967
Total current assets	229,136		90,729
Non-current assets:
Property and equipment, net	10,225		2,113
Right-of-use asset, net	13,523		10,068
In-process research and development assets	150,600		150,600
Goodwill	48,163		48,163
Long-term restricted cash	1,669		1,377
Investments	2,000		2,000

Total assets	$	455,316	$	305,050
Liabilities, convertible preferred stock, and stockholders’ deficit
Current liabilities:
Accounts payable	$	517	$	3,150
Accrued expenses and other current liabilities	9,452		15,572

Lease liability	2,770		2,166

Deferred revenue	—		2,311

Warrant liabilities	5		720
Contingent value right liability	8,661		15,983
Forward contract liabilities	—		28,307
Total current liabilities	21,405		68,209
Non-current liabilities:


Lease liability, net of current portion	11,881		8,789
Deferred revenue, net of current portion	—		3,538
Warrant liabilities, net of current portion	3,586		5,674

Contingent value right liability, net of current portion	401,839		342,617
Deferred tax liabilities, net	15,853		15,853
Total liabilities	454,564		444,680
Commitments and contingencies (Note 18)








Series A Preferred Stock, $0.0001 par value; no and 548,375 shares authorized as of September 30, 2024 and December 31, 2023, respectively; no and 435,120.513 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		296,851
Options for Series A Preferred Stock	—		3,703
Stockholders’ deficit:
Series A Preferred Stock, $0.0001 par value; 180,455.753 and no shares authorized as of September 30, 2024 and December 31, 2023, respectively; 166,341.592 and no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		—
Series B Preferred Stock, $0.0001 par value; 437,927 and no shares authorized as of September 30, 2024 and December 31, 2023, respectively; 437,927 and no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		—
Preferred stock, $0.0001 par value; 9,381,617.247 and 9,451,625 shares authorized as of September 30, 2024 and December 31, 2023, respectively; no shares issued and outstanding as of September 30, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 350,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 23,896,525 and 5,397,597 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	2		1
Additional paid-in capital	687,174		179,062

Accumulated deficit	(681,818)		(614,647)
Accumulated other comprehensive loss	(4,606)		(4,600)
Total stockholders’ equity (deficit)	752		(440,184)
Total liabilities, convertible preferred stock, and stockholders’ deficit	$	455,316	$	305,050

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cartesian Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue:
Collaboration and license revenue	$	—	$	6,551	$	39,111	$	17,738
Grant revenue	387		—		561		—
Total revenue	387		6,551		39,672		17,738
Operating expenses:
Research and development	11,400		13,002		33,799		49,408
General and administrative	6,562		6,614		23,039		18,414
Total operating expenses	17,962		19,616		56,838		67,822
Operating loss	(17,575)		(13,065)		(17,166)		(50,084)
Investment income	2,573		1,299		4,932		4,024

Foreign currency transaction, net	—		(3)		—		39
Interest expense	—		(1,273)		—		(2,833)
Change in fair value of warrant liabilities	5,669		3,787		2,803		6,049
Change in fair value of contingent value right liability	(15,100)		—		(51,900)		—
Change in fair value of forward contract liabilities	—		—		(6,890)		—
Other income, net	250		253		1,050		753


Net loss	$	(24,183)	$	(9,002)	$	(67,171)	$	(42,052)

Other comprehensive income (loss):
Foreign currency translation adjustment	(15)		(20)		(6)		(69)
Unrealized gain on marketable securities	—		—		—		11
Total comprehensive income (loss)	$	(24,198)	$	(9,022)	$	(67,177)	$	(42,110)

Net loss	(24,183)		(9,002)		(67,171)		(42,052)



Net loss per share:
Basic and diluted	$	(1.13)	$	(1.74)	$	(4.61)	$	(8.20)

Weighted-average common shares outstanding:
Basic and diluted	21,471,408		5,160,150		14,561,613		5,129,030

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cartesian Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Amounts in thousands, except share data)


				Options for Series A															Accumulated
	Series A			Preferred		Series A			Series B						Additional				other
	Preferred Stock			Stock		Preferred Stock			Preferred Stock			Common stock			paid-in		Accumulated		comprehensive		Stockholders’
	Shares	Amount		Amount		Shares	Amount		Shares	Amount		Shares	Amount		capital		deficit		loss		equity (deficit)
Balance at December 31, 2023	435,120.513	$	296,851	$	3,703	—	$	—	—	$	—	5,397,597	$	1	$	179,062	$	(614,647)	$	(4,600)	$	(440,184)

Issuance of Series A Preferred Stock in connection with private placement and settlement of related forward contract	99,140.326	75,197		—		—	—		—	—		—	—		—		—		—		—
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity	(534,260.839)	(372,048)		(3,703)		534,260.839	—		—	—		—	—		375,751		—		—		375,751
Issuance of common stock upon exercise of options	—	—		—		—	—		—	—		52,558	—		154		—		—		154

Issuance of common stock upon exercise of warrants	—	—		—		—	—		—	—		65,681	—		2,877		—		—		2,877
Stock-based compensation expense	—	—		—		—	—		—	—		—	—		1,431		—		—		1,431
Currency translation adjustment	—	—		—		—	—		—	—		—	—		—		—		(5)		(5)

Net loss	—	—		—		—	—		—	—		—	—		—		(56,824)		—		(56,824)
Balance at March 31, 2024	—	$	—	$	—	534,260.839	$	—	—	$	—	5,515,836	$	1	$	559,275	$	(671,471)	$	(4,605)	$	(116,800)
Conversion of Series A Preferred Stock to common stock	—	—		—		(367,919.247)	—		—	—		12,263,951	1		(1)		—		—		—
Issuance of common stock upon exercise of options	—	—		—		—	—		—	—		36,451	—		120		—		—		120



Equity offering costs	—	—		—		—	—		—	—		—	—		(219)		—		—		(219)
Stock-based compensation expense	—	—		—		—	—		—	—		—	—		1,591		—		—		1,591
Currency translation adjustment	—	—		—		—	—		—	—		—	—		—		—		14		14

Net income	—	—		—		—	—		—	—		—	—		—		13,836		—		13,836
Balance at June 30, 2024	—	$	—	$	—	166,341.592	$	—	—	$	—	17,816,238	$	2	$	560,766	$	(657,635)	$	(4,591)	$	(101,458)

Issuance of Series B Preferred Stock and common stock in connection with private placement, net	—	—		—		—	—		2,937,903	—		3,563,247	—		124,657		—		—		124,657
Conversion of Series B Preferred Stock to common stock	—	—		—		—	—		(2,499,976)	—		2,499,976	—		—		—		—		—
Issuance of common stock upon exercise of options	—	—		—		—	—		—	—		17,064	—		56		—		—		56






Stock-based compensation expense	—	—		—		—	—		—	—		—	—		1,695		—		—		1,695
Currency translation adjustment	—	—		—		—	—		—	—		—	—		—		—		(15)		(15)

Net loss	—	—		—		—	—		—	—		—	—		—		(24,183)		—		(24,183)
Balance at September 30, 2024	—	$	—	$	—	166,341.592	$	—	437,927	$	—	23,896,525	$	2	$	687,174	$	(681,818)	$	(4,606)	$	752

On April 4, 2024, the Company effected a 1-for-30 reverse split of its issued and outstanding shares of common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split, all figures in this Quarterly Report on Form 10-Q relating to shares of the Company’s common stock (such as share amounts, per share amounts, and conversion rates and prices), including but not limited to, the consolidated financial statements and footnotes included herein, have been adjusted to reflect the Reverse Stock Split for all periods presented.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cartesian Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Amounts in thousands, except share data)



								Accumulated
				Additional				other
	Common stock			paid-in		Accumulated		comprehensive		Stockholders’
	Shares	Amount		capital		deficit		loss		equity (deficit)
Balance at December 31, 2022	5,101,459	$	1	$	493,322	$	(394,937)	$	(4,558)	$	93,828
Issuance of common stock under Employee Stock Purchase Plan	3,584	—		149		—		—		149

Issuance of vested restricted stock units	9,226	—		—		—		—		—


Stock-based compensation expense	—	—		2,276		—		—		2,276
Currency translation adjustment	—	—		—		—		(22)		(22)
Unrealized gain on marketable securities	—	—		—		—		11		11
Net loss	—	—		—		(21,663)		—		(21,663)
Balance at March 31, 2023	5,114,269	$	1	$	495,747	$	(416,600)	$	(4,569)	$	74,579

Issuance of vested restricted stock units	20	—		—		—		—		—




Stock-based compensation expense	—	—		2,283		—		—		2,283
Currency translation adjustment	—	—		—		—		(27)		(27)

Net loss	—	—		—		(11,387)		—		(11,387)
Balance at June 30, 2023	5,114,289	$	1	$	498,030	$	(427,987)	$	(4,596)	$	65,448
Issuance of common stock under Employee Stock Purchase Plan	2,587	—		82		—		—		82

Issuance of vested restricted stock units	307	—		—		—		—		—
Issuance of common stock, license agreement	44,642	—		1,500		—		—		1,500
Stock-based compensation expense	—	—		2,321		—		—		2,321
Currency translation adjustment	—	—		—		—		(20)		(20)

Net loss	—	—		—		(9,002)		—		(9,002)
Balance at September 30, 2023	5,161,825	$	1	$	501,933	$	(436,989)	$	(4,616)	$	60,329

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cartesian Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Amounts in thousands)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Net loss	$	(67,171)	$	(42,052)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	665		571
Amortization of premiums and discounts on marketable securities	—		(79)
Non-cash lease expense	1,766		1,278
Loss on disposal of property and equipment	2		—
Stock-based compensation expense	4,717		8,380
Non-cash interest expense	—		455
Warrant liabilities revaluation	(2,803)		(6,049)
Contingent value right liability revaluation	51,900		—
Forward contract liabilities revaluation	6,890		—

Loss on extinguishment of debt	—		740

Changes in operating assets and liabilities:
Accounts receivable	1,041		1,698
Unbilled receivable	2,001		1,287
Prepaid expenses, deposits and other assets	763		(30)
Accounts payable	(2,690)		36

Deferred revenue	(5,849)		7,528

Accrued expenses and other liabilities	(7,904)		(1,638)
Net cash used in operating activities	(16,672)		(27,875)
Cash flows from investing activities
Proceeds from maturities of marketable securities	—		28,254



Purchases of property and equipment	(8,388)		(142)


Net cash (used in) provided by investing activities	(8,388)		28,112
Cash flows from financing activities

Repayments of principal, final payment fee, and prepayment penalty on debt	—		(27,457)








Proceeds from exercise of common warrants	2,877		—
Proceeds from issuance of Series A Preferred Stock, gross in private placement	40,000		—
Net proceeds from issuance of common stock and Series B Preferred Stock in private placement	124,438		—
Proceeds from exercise of stock options	330		—
Proceeds from issuance of common stock under Employee Stock Purchase Plan	—		231
Net cash provided by (used in) financing activities	167,645		(27,226)
Effect of exchange rate changes on cash	(6)		(69)
Net change in cash, cash equivalents, and restricted cash	142,579		(27,058)
Cash, cash equivalents, and restricted cash at beginning of period	78,288		108,038
Cash, cash equivalents, and restricted cash at end of period	$	220,867	$	80,980
Supplemental cash flow information
Cash paid for interest	$	—	$	1,853
Noncash investing and financing activities



Issuance of common stock, license agreement in stock-based compensation expense	$	—	$	1,500
Purchase of property and equipment not yet paid	$	392	$	65

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cartesian Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Description of the Business

Cartesian Therapeutics, Inc., or the Company (formerly known as Selecta Biosciences, Inc., or Selecta), was incorporated in Delaware on December 10, 2007, and is headquartered in Frederick, Maryland. The Company is a clinical-stage biotechnology company developing mRNA cell therapies for the treatment of autoimmune diseases leveraging its proprietary technology and manufacturing platform to introduce one or more mRNA molecules into cells to enhance their function. The Company believes its mRNA cell therapies have the potential to deliver deep, durable clinical benefit to a broad group of patients with autoimmune diseases because they can be administered over a short period of time, in an outpatient setting, and without pre-treatment chemotherapy.

On November 13, 2023, the Company acquired, in accordance with the terms of the Agreement and Plan of Merger, or the Merger Agreement, the assets of the Delaware corporation which, immediately prior to the Merger (as defined below), was known as Cartesian Therapeutics, Inc., or Old Cartesian, as disclosed in Note 3. The transaction was structured as a stock-for-stock transaction pursuant to which all of Old Cartesian’s outstanding shares of capital stock were exchanged based on a fixed exchange ratio for consideration of 224,099 shares of the common stock, par value $0.0001 per share, of the Company, or the common stock, and 384,930.724 shares of the newly designated Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series A Preferred Stock. The Series A Preferred Stock is intended to have economic rights similar to the common stock, but with only limited voting rights. Additionally, the Company assumed all outstanding stock options of Old Cartesian. The common stock and Series A Preferred Stock related to the Merger were issued on December 5, 2023. For additional information, see Note 3.

In connection with the Merger, the Company entered into a definitive agreement, or the Securities Purchase Agreement, for a private investment in public equity transaction, or the November 2023 Private Placement, with the Investors (as defined below). The Securities Purchase Agreement provides for the issuance to the Investors of an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of approximately $60.25 million. For additional information, see Note 10.

In connection with the Merger, a contractual contingent value right, or CVR, was distributed to the holders of record of the Company's common stock and 2022 Warrants (as defined below) as of the close of business on December 4, 2023, but was not distributed to holders of shares of common stock or Series A Preferred Stock issued to stockholders of Old Cartesian or the Investors in the transactions. Holders of the CVRs will be entitled to receive certain payments from proceeds received by the Company, if any, related to the disposition or monetization of the Company's legacy assets following the issuance of the CVRs. For additional information, see Note 5.

On March 27, 2024, the Company’s stockholders approved the Conversion Proposal (as defined below). For additional information, see Note 10.

Additionally, on March 27, 2024, the Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation, as amended, or 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 Company’s board of directors, or the Board of Directors. The Board of Directors subsequently approved a final reverse stock split ratio of 1-for-30, and the Company effected the Reverse Stock Split on April 4, 2024. As a result of the Reverse Stock Split, all figures in this Quarterly Report on Form 10-Q relating to shares of the Company’s common stock (such as share amounts, per share amounts, and conversion rates and prices), have been adjusted to reflect the Reverse Stock Split for all periods presented, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. Shares of common stock underlying outstanding stock options, restricted stock units and warrants were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with their terms. Additionally, the conversion ratio of the Company’s Series A Preferred Stock was proportionally adjusted. Stockholders entitled to fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares.

On July 2, 2024, the Company entered into a securities purchase agreement, or the July 2024 Purchase Agreement, for a private investment in public equity financing, or the July 2024 Private Placement, which provides for the issuance of 3,563,247 shares of common stock and 2,937,903 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series B Preferred Stock, each at a purchase price of $20.00 per share. The July 2024 Private Placement resulted in gross proceeds of approximately $130.0 million before deducting placement agent fees and other offering expenses. On September 20, 2024, the Company’s stockholders approved the Series B Conversion Proposal (as defined below). For additional information, see Note 10.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government

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regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities.

The Company’s product candidates are in pre-clinical and clinical development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

Unaudited Interim Financial Information

The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 7, 2024. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary for a fair statement of the Company’s financial position as of September 30, 2024, the consolidated results of operations for the three and nine months ended September 30, 2024, and cash flows for the nine months ended September 30, 2024. Such adjustments are of a normal and recurring nature. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024.

Liquidity and Management’s Plan

The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain and sustain profitable operations. The Company is subject to a number of risks similar to other early-stage life science companies, including, but not limited to, successful development of its product candidates, raising additional capital with favorable terms, protection of proprietary technology and market acceptance of any approved future products. The successful development of product candidates requires substantial working capital, which may not be available to the Company on favorable terms or at all.

To date, the Company has financed its operations primarily through public offerings and private placements of its securities, funding received from research grants, collaboration and license arrangements and a credit facility. The Company currently has no source of product revenue, and it does not expect to generate product revenue for the foreseeable future. To date, the Company’s revenue has primarily been from collaboration agreements. The Company has devoted substantially all of its financial resources and efforts to developing its existing product candidates, identifying potential product candidates and conducting preclinical studies and clinical trials. The Company is in the early stages of development of its product candidates, and it has not completed development of any product candidates.

As of September 30, 2024, the Company’s cash, cash equivalents, and restricted cash were $220.9 million, of which $1.7 million was restricted cash related to lease commitments and $0.2 million was held by its Russian subsidiary designated solely for use in its operations. The Company believes the cash, cash equivalents and restricted cash as of September 30, 2024 will enable it to fund its current planned operations for at least the next twelve months from the date of issuance of these financial statements, though it may pursue additional cash resources through public or private equity or debt financings or by establishing collaborations with other companies. Management’s expectations with respect to its ability to fund current and long term planned operations are based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional strategic or financing opportunities sooner than would otherwise be expected. However, there is no guarantee that any collaboration milestones will be achieved or that any of these strategic or financing opportunities will be executed on favorable terms, and some could be dilutive to existing stockholders. Further, the liability associated with the CVR Agreement (as defined below) will be settled solely through cash flow received under the Company's License and Development Agreement, or as so amended, the Sobi License, with Swedish Orphan Biovitrum AB (publ.), or Sobi, and any other Gross Proceeds (as defined in the CVR Agreement) net of certain agreed deductions. Under the CVR Agreement, 100% of all milestone payments, royalties and other amounts paid to the Company or controlled entities under the Sobi License, and any other Gross Proceeds will be distributed, net of specified deductions, to holders of the CVRs. There is no obligation to the Company to fund any amount related to the CVR liability. See Note 5.

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If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of its planned research or development programs or be unable to expand its operations or otherwise capitalize on its commercialization of its product candidates. As of September 30, 2024, the Company had an accumulated deficit of $681.8 million. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research and development of its product candidates and its administrative organization.

Guarantees and Indemnifications

As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at the Company. Through September 30, 2024, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

2. Summary of Significant Accounting Policies

The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2024, except as noted below.

Grant Revenue

The Company has contracts with government-sponsored organizations for research and development related activities that provide for payments for reimbursable costs. The Company recognizes grant revenue from these contracts as it performs services under these arrangements when the funding is committed. Expenses associated with these contracts are recognized when incurred as research and development expense. Grant revenue and related expenses are presented gross in the consolidated statements of operations and comprehensive income (loss) as the Company has determined it is the primary obligor under the arrangements relative to the research and development services it performs as lead technical expert. Amounts incurred that are subject to reimbursement from the sponsor are recorded as accounts receivable on the consolidated balance sheets.

Recent Accounting Pronouncements

Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures.

3. Merger

On November 13, 2023, the Company merged with Old Cartesian in accordance with the terms of the Merger Agreement, by and among Selecta, Sakura Merger Sub I, Inc., a wholly owned subsidiary of Selecta, or First Merger Sub, Sakura Merger Sub II, LLC, a wholly owned subsidiary of Selecta, or Second Merger Sub, and Old Cartesian. Pursuant to the Merger Agreement, First Merger Sub merged with and into Old Cartesian, pursuant to which Old Cartesian was the surviving corporation and became a wholly owned subsidiary of Selecta, or the First Merger. Immediately following the First Merger, Old Cartesian merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity, or the Second Merger and, together with the First Merger, the Merger. In connection with the Second Merger, Old Cartesian changed its name to Cartesian Bio, LLC.

The Merger was intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. As a result of the Merger, Selecta changed its corporate name to Cartesian Therapeutics, Inc. and its common stock began trading on the Nasdaq Global Market under the new trading symbol “RNAC” beginning on November 14, 2023.

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The Merger Agreement was unanimously approved by the board of directors of Selecta and the board of directors of Old Cartesian. The Merger was consummated substantially concurrently with the entry into the Merger Agreement and was not subject to approval of the Company's stockholders.

Under the terms of the Merger Agreement, following the consummation of the Merger on November 13, 2023, or the Closing Date, in exchange for 100% of the outstanding shares of capital stock of Old Cartesian immediately prior to the effective time of the First Merger, the Company agreed to issue to the stockholders of Old Cartesian (i) 224,099 shares of the Company’s common stock and (ii) 384,930.724 shares of Series A Preferred Stock. The issuance of the shares of common stock and Series A Preferred Stock occurred on December 5, 2023 which was after the December 4, 2023 record date for the distribution of the CVRs (see Note 5); as such, the Old Cartesian stockholders did not have rights as holders of common stock or holders of Series A Preferred Stock until such issuance on December 5, 2023. In addition, all outstanding stock options to purchase Old Cartesian common stock were assumed by the Company and converted into stock options to purchase (i) shares of the Company’s common stock or (ii) shares of the Company’s Series A Preferred Stock on terms substantially identical to those in effect prior to Merger Agreement, except for adjustments to the underlying number of shares and the exercise price based on the Merger Agreement exchange ratio.

Pursuant to the Merger Agreement, the Company agreed to hold a stockholders’ meeting, or the Special Meeting, to submit the following proposals to a vote of its stockholders: (i) the approval of the conversion of shares of Series A Preferred Stock into shares of common stock, or the Conversion Proposal, and (ii) either or both of (A) the approval of an amendment to the Company’s Charter to increase the number of shares of common stock authorized under the Charter and (B) the approval of an amendment to the Charter to effect a reverse stock split of all outstanding shares of common stock, in either case (A) or (B) by a number of authorized shares or at a stock split ratio, as the case may be, sufficient to allow the conversion of all shares of Series A Preferred Stock issued in the Merger. The Special Meeting was held on March 27, 2024 in which the Company’s stockholders approved the Conversion Proposal, among other matters (see Note 10).

The Company concluded the acquisition resulted in the Company obtaining a controlling financial interest in a variable interest entity, or VIE, in accordance with ASC 810, Consolidation, or ASC 810. The Company determined that Old Cartesian was considered to be a VIE as it did not have sufficient equity to finance its activities without additional subordinated financial support. Prior to the Closing Date, the primary source of funding for Old Cartesian had been preferred stock financings. The Company acquired all of the outstanding shares of Old Cartesian and, therefore, is the sole equity holder and primary beneficiary. The Company has the obligation to absorb the losses and right to receive the benefits of Old Cartesian, and the power to direct the activities that most significantly affect the economic performance of Old Cartesian which the Company considers to be its development activities. Therefore, the Company is the primary beneficiary. Further, the Company concluded the VIE qualified as a business and accounted for the transaction as the acquisition of a business in accordance with ASC 805, Business Combinations, or ASC 805. As the primary beneficiary, the Company was the acquirer in the transaction.

The Company exchanged the right to receive shares of common stock and Series A Preferred Stock for all of the outstanding equity of Old Cartesian. The Company determined the rights to receive shares exchanged in the Merger represent a forward contract. The fair value of the forward contracts was determined based on the fair value of shares of common stock and Series A Preferred Stock underlying the forward contracts as of the acquisition date. The total purchase price consists of the fair value of the forward contracts in addition to a portion of the fair value of options exchanged in the transaction related to prior service. Under the acquisition method, the total purchase price of the acquisition was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition.

The total fair value of the consideration of $168.5 million as of the Closing Date is summarized as follows (in thousands):


Forward contract to issue common stock	$	2,713
Forward contract to issue Series A Preferred Stock	155,308
Stock options allocated to consideration paid	10,444
Total consideration	$	168,465

The Company recorded the assets acquired and liabilities assumed as of the Closing Date based on the information available at that date. The following table presents the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Closing Date (in thousands):

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Assets acquired:	As of November 13, 2023
Cash and cash equivalents	$	6,561
Prepaid expenses and other current assets	309
Property and equipment, net	215
Right-of-use asset, net	915
In-process research and development assets	150,600
Goodwill	48,163
	$	206,763
Liabilities assumed
Accrued expenses and other current liabilities	$	2,530
Lease liability	292
Lease liability, net of current portion	623
Deferred tax liability	34,853
	$	38,298

Net assets acquired	$	168,465

The fair value of the in-process research and development, or IPR&D, assets were capitalized as of the Closing Date and will be accounted for as indefinite-lived intangible assets until completion or disposition of the assets or abandonment of the associated research and development efforts. Upon successful completion of the development efforts, the carrying value of each respective IPR&D asset will be amortized over its estimated useful life. Until that time, the IPR&D assets will be subject to impairment testing and will not be amortized. The goodwill recorded related to the Merger is the excess of the fair value of the consideration transferred by the acquirer over the fair value of tangible assets, identifiable intangible assets and assumed liabilities as of the Closing Date and is not deductible for tax purposes. The goodwill balance is primarily attributable to the value of the assembled workforce and deferred tax liabilities associated with the transaction.

The following summarizes the Company’s intangible assets acquired in the Merger (in thousands):


	Acquisition Date Fair Value
Descartes-08 for MG	$	93,900
Descartes-08 for SLE	56,700
Total in-process research and development assets	$	150,600

The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows were discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital.

The forward contract related to the common stock was recorded as additional paid-in capital as the instrument is indexed to the Company’s common stock. The forward contract related to the Series A Preferred Stock was recorded as a liability as the underlying Series A Preferred Stock has a redemption feature that may require the Company to settle the instrument by transferring an asset. The forward contract was measured at fair value through the date of settlement through the issuance of the shares of Series A Preferred Stock on December 5, 2023.

4. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per-share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(24,183)	$	(9,002)	$	(67,171)	$	(42,052)



Denominator:
Weighted-average common shares outstanding - basic and diluted	21,471,408		5,160,150		14,561,613		5,129,030



Net loss per share:
Basic and diluted	$	(1.13)	$	(1.74)	$	(4.61)	$	(8.20)

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The following table represents the potential dilutive shares of common stock excluded from the computation of the diluted net loss per share for all periods presented, as the effect would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Common stock options, restricted stock units and ESPP shares	2,420,400	734,588	2,420,400	734,588
Warrants to purchase common stock	974,954	1,040,823	974,954	1,040,823
Series A Preferred Stock	5,544,719	—	5,544,719	—

Series B Preferred Stock	437,927	—	437,927	—
Total	9,378,000	1,775,411	9,378,000	1,775,411

5. Fair Value Measurements

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	38,622	$	38,622	$	—	$	—





Total assets	$	38,622	$	38,622	$	—	$	—

Liabilities:
Warrant liabilities	$	3,591	$	—	$	—	$	3,591
Contingent value right liability	$	410,500	$	—	$	—	$	410,500
Total liabilities	$	414,091	$	—	$	—	$	414,091


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	41,161	$	41,161	$	—	$	—





Total assets	$	41,161	$	41,161	$	—	$	—

Liabilities:
Warrant liabilities	$	6,394	$	—	$	—	$	6,394
Contingent value right liability	$	358,600	$	—	$	—	$	358,600
Forward contract liabilities	$	28,307	$	—	$	28,307	$	—
Total liabilities	$	393,301	$	—	$	28,307	$	364,994

There were no transfers within the fair value hierarchy during the nine months ended September 30, 2024 or year ended December 31, 2023.

Cash, Cash Equivalents, and Restricted Cash

As of September 30, 2024 and December 31, 2023, money market funds were classified as cash and cash equivalents on the accompanying consolidated balance sheets as they mature within 90 days from the date of purchase.

As of September 30, 2024, the Company had restricted cash balances relating to secured letters of credit in connection with its real estate leases. The Company’s consolidated statements of cash flows include the following as of September 30, 2024 and 2023 (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	219,198	$	79,603

Long-term restricted cash	1,669		1,377
Total cash, cash equivalents, and restricted cash	$	220,867	$	80,980

Warrants to Purchase Common Stock

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In December 2019, the Company issued warrants to purchase common stock in connection with a private placement, or the 2019 Warrants. Pursuant to the terms of the 2019 Warrants, the Company could be required to settle the 2019 Warrants in cash in the event of certain acquisitions of the Company and, as a result, the 2019 Warrants are required to be measured at fair value and reported as a liability on the balance sheet. On December 20, 2022, the Company amended the terms of the outstanding 2019 Warrants held by certain members of the Board of Directors, or the Amended 2019 Warrants, to remove the cash settlement provision. As a result, the Amended 2019 Warrants were remeasured at fair value on December 20, 2022 and reclassified from a liability to equity on the balance sheet. See Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on the equity-classified Amended 2019 Warrants.

In April 2022, the Company issued warrants in connection with an underwritten offering, or the 2022 Warrants. Pursuant to the terms of the 2022 Warrants, the Company could be required to settle the 2022 Warrants in cash in the event of an acquisition of the Company under certain circumstances and, as a result, the 2022 Warrants are required to be measured at fair value and reported as a liability on the balance sheet.

The Company recorded the fair value of the 2019 Warrants and the 2022 Warrants upon issuance using the Black-Scholes valuation model and is required to revalue the 2019 Warrants and the 2022 Warrants at each reporting date, with any changes in fair value recorded in the statement of operations and comprehensive income (loss). The valuations of the 2019 Warrants and the 2022 Warrants are classified as Level 3 of the fair value hierarchy due to the need to use assumptions in the valuations that are both significant to the fair value measurement and unobservable, including the stock price volatility and the expected life of the 2019 Warrants and the 2022 Warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement.

The estimated fair values of the 2019 Warrants and the 2022 Warrants were determined using the following inputs to the Black-Scholes simulation valuation:

Estimated fair value of the underlying stock. The Company estimates the fair value of the common stock based on the closing stock price at the end of each reporting period.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury at the valuation date commensurate with the expected remaining life assumption.

Dividend rate. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero.

Expected life. The expected life of the 2019 Warrants and the 2022 Warrants is assumed to be equivalent to their remaining contractual terms which expire on December 23, 2024 and April 11, 2027, respectively.

Volatility. The Company estimates stock price volatility based on the Company’s historical volatility for a period of time commensurate with the expected remaining life of the warrants.

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2019 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	4.73	%	4.79	%
Dividend yield	—		—
Expected life (in years)	0.23		0.98
Expected volatility	81.13	%	83.67	%

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2022 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	3.58	%	4.01	%
Dividend yield	—		—
Expected life (in years)	2.53		3.28
Expected volatility	93.95	%	84.09	%

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The following table reflects a roll-forward of fair value for the Company’s Level 3 warrant liabilities (see Note 11 to these unaudited consolidated financial statements) for the nine months ended September 30, 2024 (in thousands):


	Warrant liabilities
Fair value as of December 31, 2023	$	6,394


Change in fair value	(2,803)
Fair value as of September 30, 2024	$	3,591

Contingent Value Right

On December 6, 2023, as contemplated by the Merger Agreement, the Company entered into a contingent value rights agreement, or the CVR Agreement, pursuant to which each holder of common stock or a 2022 Warrant as of December 4, 2023 was distributed a CVR, issued by the Company for each share of common stock held directly or underlying a 2022 Warrant held by such holder as of December 4, 2023. Holders of warrants other than the 2022 Warrants will be entitled to receive, upon exercise of such warrants and in accordance with the terms of the warrants, 30 CVRs per each share of common stock underlying such warrants.

Each CVR entitles its holder to distributions of the following, pro-rated on a per-CVR basis, during the period ending on the date on which the Royalty Term (as defined in the Sobi License) ends, or the Termination Date:

•100% of all milestone payments, royalties and other amounts paid to the Company or its controlled affiliates, or the Company Entities, under the Sobi License or, following certain terminations of the Sobi License, any agreement a Company Entity enters into that provides for the development and commercialization of SEL-212; and

•100% of all cash consideration and the actual liquidation value of any and all non-cash consideration of any kind that is paid to or is actually received by any Company Entity prior to the Termination Date pursuant to an agreement relating to a sale, license, transfer or other disposition of any transferable asset of the Company existing as of immediately prior to the Merger, other than those exclusively licensed under the Sobi License or which the Company Entities are required to continue to own in order to comply with the Sobi License.

The distributions in respect of the CVRs will be made on a semi-annual basis, and will be subject to a number of deductions, subject to certain exceptions or limitations, including for (i) certain taxes payable on the proceeds subject to the CVR distribution, (ii) certain out of pocket costs incurred by the Company Entities, including audit and accounting fees incurred in connection with reporting obligations relating to the CVRs and other expenses incurred in the performance of their obligations and other actions under the CVR Agreement, (iii) a fixed semi-annual amount of $0.75 million for general and administrative overhead, (iv) payments made and remaining obligations on lease liabilities of Selecta immediately prior to the Merger and (v) amounts paid and remaining obligations with regard to the Xork product candidate. Each of the deductions described in (iv) and (v) will be made only if certain milestone payments under the Sobi License are made and are also subject to certain adjustments as contemplated in the CVR Agreement. Upon the achievement of a development milestone in June 2024, Sobi became obligated to make a $30.0 million payment to the Company and made such payment in July 2024. The proceeds from this payment, net of deductions specified in the CVR Agreement, is expected to be included in the next scheduled distribution to the holders of the CVR in March 2025.

The CVRs represent financial instruments that are accounted for under the fair value option election in ASC 825, Financial Instruments, or ASC 825. Under the fair value option election, the CVRs are initially measured at the aggregate estimated fair value of the CVRs and will be subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The liability was recorded at the date of approval, November 13, 2023, as a dividend. The estimated fair value of the CVR liability was determined using a discounted cash flow methodology as of December 31, 2023 and a Monte Carlo simulation model as of September 30, 2024 to estimate future cash flows associated with the legacy assets, including the expected milestone and royalty payments under the Sobi License, net of deductions. Changes in fair value of the CVR liability are presented in the consolidated statements of operations and comprehensive income (loss). The liability value is based on significant inputs not observable in the market such as estimated cash flows, estimated probabilities of success, expected volatility of future revenues (Monte Carlo simulation model) and risk-adjustment discount rates (discounted cash flow methodology), which represent a Level 3 measurement within the fair value hierarchy. The significant inputs used to estimate the fair value of the CVR liability, which represented a financial instrument being accounted for under the fair value option, were as follows:

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	September 30,
	2024
Estimated cash flow dates	2024-2038
Estimated probability of success	95.0% - 100.0%
Expected volatility of future revenues	22.0	%


	December 31,
	2023
Estimated cash flow dates	2024 - 2038
Estimated probability of success	95.0	%

Risk-adjusted discount rate	13.7	%

The following table reflects a roll-forward of fair value for the Company's Level 3 CVR liability for the nine months ended September 30, 2024 (in thousands):


	CVR liability
Fair value as of December 31, 2023	$	358,600

Change in fair value	51,900
Fair value as of September 30, 2024	$	410,500

Forward Contract Liabilities

Merger Consideration

In connection with the Merger, the Company entered into a contract for the issuance of 384,930.724 shares of Series A Preferred Stock as part of the consideration transferred. The fair value of the forward contract at the Closing Date was $155.3 million. The non-cash settlement of this liability occurred on December 5, 2023 with the issuance of the Series A Preferred Stock for $261.8 million.

November 2023 Private Placement

The Company entered into a contract for the issuance of 149,330.115 shares of Series A Preferred Stock as part of the November 2023 Private Placement which was settled in multiple tranches. The Company determined the obligation to issue 148,710.488 shares of Series A Preferred Stock to Dr. Timothy A. Springer, a member of the Company’s Board of Directors, and TAS Partners LLC, an affiliate of Dr. Springer, represented a forward contract. See Note 10. The initial fair value of the forward contract liability on November 13, 2023 was insignificant as the fair value of the underlying Series A Preferred Stock was equal to the purchase price of the Series A Preferred Stock as agreed upon in the November 2023 Private Placement. Subsequent measurement of the fair value of the forward contract liability was based on the market price of the Company’s common stock, which represented the redemption and conversion value of the Series A Preferred Stock, less the purchase price, on an as-converted basis. The non-cash settlement of a portion of the liability occurred on December 13, 2023 with the issuance of the first tranche of the Series A Preferred Stock for $14.8 million. The non-cash settlement of the remaining second and third tranches occurred on January 12, 2024 and February 11, 2024, respectively, for a total of $35.2 million.

The following table presents changes in the forward contract liabilities for the periods presented (in thousands):


	Forward contract liabilities
Fair value as of December 31, 2023	$	28,307

Settlements	(35,197)
Change in fair value	6,890
Fair value as of September 30, 2024	$	—

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6. Property and Equipment

Property and equipment consists of the following (in thousands):


	September 30,		December 31,
	2024		2023
Laboratory equipment	$	11,233	$	6,280
Computer equipment and software	620		702
Leasehold improvements	758		61
Furniture and fixtures	462		452
Office equipment	196		196
Construction in process	3,269		150
Total property and equipment	16,538		7,841
Less: Accumulated depreciation	(6,313)		(5,728)
Property and equipment, net	$	10,225	$	2,113

Depreciation expense was $0.3 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively, and $0.7 million and $0.5 million for the nine months ended September 30, 2024 and 2023, respectively.

7. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	September 30,		December 31,
	2024		2023
Payroll and employee related expenses	$	1,778	$	4,390

Accrued patent fees	729		472
Accrued external research and development costs	3,943		4,896
Accrued professional and consulting services	2,284		4,331

Property and equipment	339		128
Other	290		516
Accrued expenses	$	9,363	$	14,733

8. Leases

65 Grove Street Lease

In July 2019, the Company entered into a lease with BRE-BMR Grove LLC for 25,078 square feet of laboratory and office space located at 65 Grove Street, Watertown, Massachusetts, or the Watertown Lease. On September 1, 2022, the Company entered into an amendment to the Watertown Lease, or the Lease Agreement Amendment, to expand the Company’s laboratory and office space located at 65 Grove Street, Watertown, Massachusetts by approximately 7,216 square feet. In connection with the Lease Agreement Amendment, the Company secured a letter of credit for the Watertown Lease from Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)), or SVB, for $1.6 million as of December 31, 2022.

In May 2023, the Company received notice from BRE-BMR Grove LLC that the requirements to reduce the amount of the letter of credit for the Watertown Lease had been met. In connection therewith, in June 2023, the Company secured a letter of credit from JPMorgan Chase Bank, N.A. for $1.4 million, which is recognized as long-term restricted cash as of September 30, 2024 and December 31, 2023, and renews automatically each year. The $1.6 million letter of credit with SVB was released from restriction and returned to the Company on July 17, 2023, and therefore was reclassified into cash and cash equivalents in the consolidated balance sheets.

On October 6, 2022, the Company entered into a sublease agreement to sublease 7,216 square feet of space currently rented by the Company at 65 Grove Street, Watertown, Massachusetts. The sublease commenced on October 24, 2022, and the term expired on March 31, 2024. On October 31, 2023, in connection with entering into Amendment No. 1 to the Sobi License as described in Note 13, the Company entered into a sublease agreement with Sobi to sublease approximately 5,600 square feet of space currently rented by the Company at 65 Grove Street, Watertown, Massachusetts for which Sobi paid $1.0 million upfront rental payment. The sublease commenced on November 6, 2023, when the Company, Sobi, and BRE-BMR Grove LLC, executed a Consent to Sublease. The term of the sublease expires on November 5, 2024 with no option to extend the sublease term. As of September 30, 2024 and December 31, 2023, deferred rent of $0.1 million and $0.8 million is included within

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accrued expenses and other current liabilities in the consolidated balance sheets. Sublease income is included within other income, net in the consolidated statements of operations and comprehensive income (loss).

During the year ended December 31, 2023, the Company determined that the right-of-use asset related to the operating lease for approximately 7,216 square feet at 65 Grove Street was partially impaired as of November 30, 2023. As a result, the Company recognized a $0.7 million right-of-use asset impairment charge in the fourth quarter of 2023.

Payments made and remaining obligations on the lease liability for the laboratory and office space in Watertown, Massachusetts are subject to potential reimbursement through deductions to CVR distributions as described in Note 5.

704 Quince Orchard Road Leases

In connection with the Merger, the Company acquired two operating leases for office and laboratory space in Gaithersburg, Maryland. The leases expire in January 2027 and do not contain any renewal rights. The discount rate of 11.5% was determined based on the Company’s incremental borrowing rate adjusted for the lease term.

7495 New Horizon Way Leases

On February 28, 2024, the Company entered into a lease agreement with 7495 RP, LLC, or the Landlord, pursuant to which it agreed to lease from the Landlord the manufacturing space located at 7495 New Horizon Way, Frederick, Maryland, or the Frederick Lease Agreement. The space consists of 19,199 leasable square feet of integrated manufacturing and office space. The lease commenced on May 1, 2024 which was the date the Landlord delivered full possession of the premises to the Company. The Frederick Lease Agreement will terminate approximately 7.2 years following the commencement date. The Company will have one option to extend the term of the Frederick Lease Agreement for a period of five years at a cost of 100% of the then-fair market value, not to exceed 103% of the then-current base rent. Base rent, which was due beginning on July 1, 2024, is $0.9 million annually and is subject to an annual upward adjustment of 3% of the then-current rental rate. In addition, the Company is obligated to pay its share of operating costs and taxes related to the property. The Company paid the first month’s rent of $0.1 million upon execution of the Frederick Lease Agreement.

The Company assessed the classification of the lease at the commencement date and concluded it should be accounted for as an operating lease. The Company recorded a lease liability and right-of-use asset of $3.6 million and $3.7 million, respectively, on the commencement date. The Frederick Lease Agreement includes a tenant improvement allowance of up to $0.7 million which was recognized as a reduction in the right-of-use asset and lease liability at the commencement date as the Company was reasonably certain to incur reimbursable costs related to alterations equal to or exceeding the amount. Additionally, the prepaid rent was included as an adjustment to the right-of-use asset. The discount rate of 14% was determined based on the Company’s incremental borrowing rate adjusted for the lease term, including any reasonably certain renewal periods.

Effective May 7, 2024, the Company and the Landlord entered into the first amendment to the Frederick Lease Agreement, or the Frederick Lease Agreement Amendment, providing for the expansion of the premises leased pursuant to the Frederick Lease Agreement by approximately 7,842 square feet. In connection with the expansion of the leased premises, the Company is obligated to pay $0.3 million in additional annual base rent for the first year of the term, which is subject to an annual upward adjustment of 3% of the then-current rental rate, as well as its share of operating costs and taxes. The lease commenced on May 7, 2024 which was the date the Landlord delivered full possession of the premises to the Company and will be coterminous with the Frederick Lease Agreement. The rent commencement date was September 1, 2024.

The Company assessed the classification of the lease at the commencement date and concluded it should be accounted for as an operating lease. The Company recorded a lease liability and right-of-use asset each of $1.2 million on the commencement date. The Frederick Lease Agreement Amendment includes a tenant improvement allowance of up to $0.1 million which was recognized as a reduction in the right-of-use asset and lease liability at the commencement date as the Company was reasonably certain to incur reimbursable costs related to alterations equal to or exceeding the amount. The discount rate of 14% was determined based on the Company’s incremental borrowing rate adjusted for the lease term.

Effective August 30, 2024, the Company and the Landlord entered into the second amendment to the Frederick Lease Agreement, or the Second Frederick Lease Agreement Amendment, providing for the expansion of the premises leased pursuant to the Frederick Lease Agreement and Frederick Lease Agreement Amendment by approximately 2,009 square feet. In connection with the expansion of the leased premises, the Company is obligated to pay $0.1 million in additional annual base rent for the first year of the term, which is subject to an annual upward adjustment of 3% of the then-current rental rate, as well as its share of operating costs and taxes. The lease commenced on September 1, 2024, which was the date the Landlord delivered full possession of the premises to the Company and will be coterminous with the Frederick Lease Agreement. The rent commencement date was September 1, 2024.

The Company assessed the classification of the lease at the commencement date and concluded it should be accounted for as an operating lease. The Company recorded a lease liability and right-of-use asset each of $0.3 million on the commencement date. The discount rate of 14% was determined based on the Company’s incremental borrowing rate adjusted for the lease term.

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The Company secured a letter of credit from SVB for $0.3 million for the Frederick Lease Agreement, the Frederick Lease Agreement Amendment and the Second Frederick Lease Agreement Amendment, which is recognized as long-term restricted cash as of September 30, 2024 and renews automatically each year.

For the three and nine months ended September 30, 2024 and 2023, the components of lease costs were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,058	$	696	$	2,789	$	2,088
Variable lease cost	380		271		1,129		683
Short-term lease cost	1		1		5		6
Less: Sublease income	(250)		(250)		(1,010)		(756)
Total lease cost	$	1,189	$	718	$	2,913	$	2,021

The maturity of the Company’s operating lease liabilities as of September 30, 2024 were as follows (in thousands):


	September 30,
	2024
2024 (remainder)	$	316
2025	4,415
2026	4,538
2027	4,345
2028	2,314
Thereafter	3,596
Total future minimum lease payments	19,524
Less: Imputed interest	4,873
Total operating lease liabilities	$	14,651

The supplemental disclosure for the statement of cash flows related to operating leases was as follows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:	$	2,548	$	1,991

Other than the initial recording of the right-of-use assets and lease liabilities for the Frederick Lease Agreement, the Frederick Lease Agreement Amendment, and the Second Frederick Lease Agreement Amendment, which were non-cash, the changes in the Company’s right-of-use assets and lease liabilities for the nine months ended September 30, 2024 and 2023 are reflected in the non-cash lease expense and accrued expenses and other liabilities, respectively, in the consolidated statements of cash flows.

The following summarizes additional information related to operating leases:


	September 30,
	2024		2023
Weighted-average remaining lease term	4.7 years		4.7 years
Weighted-average discount rate	11.6	%	9.7	%

9. Debt

2020 Term Loan

On August 31, 2020, the Company entered into a Loan and Security Agreement with Oxford Finance LLC, or Oxford, and Silicon Valley Bank, or the Loan and Security Agreement, and such facility, the 2020 Term Loan. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation, or the FDIC, was appointed as receiver. On March 13, 2023, the FDIC announced that all of Silicon Valley Bank’s deposits and substantially all of its assets had been transferred to a newly created, full-service, FDIC-operated bridge bank, Silicon Valley Bridge Bank, N.A., or SVBB. SVBB assumed all loans that were previously held by Silicon Valley Bank. On March 27, 2023, First-Citizens Bank & Trust Company assumed all of SVBB’s customer deposits and certain other

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liabilities and acquired substantially all of SVBB’s loans and certain other assets from the FDIC, including the 2020 Term Loan.

On September 11, 2023, the Company entered into a payoff letter with Oxford and SVB, pursuant to which the Company paid all outstanding amounts under the 2020 Term Loan, together with accrued interest and a prepayment penalty, resulting in the full extinguishment of the 2020 Term Loan. The total payoff amount was $22.3 million, consisting of the remaining principal amount due of $19.8 million, the final payment fee of $2.3 million, the prepayment penalty of $0.2 million, and less than $0.1 million of accrued interest.

During the third quarter of 2023, the Company recorded a loss of $0.7 million on the extinguishment of the 2020 Term Loan, consisting of the prepayment penalty of $0.2 million and the write-off of $0.5 million of unamortized debt issuance costs and venture debt termination fee.

As of September 30, 2024 and December 31, 2023, the Company had no outstanding borrowings.

10. Convertible Preferred Stock

Series B Preferred Stock

The Certificate of Designation of Preferences, Rights, and Limitations of the Series B Non-Voting Convertible Preferred Stock, or the Series B Certificate of Designation, was filed with the Secretary of State of the State of Delaware on July 2, 2024, and provided for the designation of shares of the Series B Preferred Stock and authorized the issuance of 2,937,903 shares of Series B Preferred Stock.

Additionally, on July 2, 2024, the Company entered into the July 2024 Purchase Agreement with certain institutional and accredited investors, or the Purchasers. The Purchasers included (i) Dr. Timothy A. Springer, a member of the Company’s Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Dr. Chafen Lu, Dr. Springer’s wife. Pursuant to the July 2024 Purchase Agreement, the Company agreed to issue and sell an aggregate of 3,563,247 shares of common stock and 2,937,903 shares of Series B Preferred Stock for an aggregate purchase price of $130.0 million in the July 2024 Private Placement. Each share of Series B Preferred Stock is convertible into one share of the Company’s common stock subject to stockholder approval of a proposal to issue such shares of common stock upon conversion of such shares of Series B Preferred Stock in accordance with the Listing Rules of the Nasdaq Stock Market LLC, or the Series B Conversion Proposal.

Under the July 2024 Purchase Agreement, the Company issued 3,563,247 shares of common stock and 578,403 shares of Series B Preferred Stock for an aggregate purchase price of $82.8 million to the Purchasers other than Dr. Springer, TAS Partners LLC, and Dr. Lu. The Company also issued (i) 1,636,832 shares of Series B Preferred Stock to Dr. Springer, (ii) 721,361 shares of Series B Preferred Stock to TAS Partners LLC, and (iii) 1,307 shares of Series B Preferred Stock to Dr. Lu for an aggregate purchase price of $47.2 million.

Pursuant to the July 2024 Purchase Agreement, the Company agreed to submit to its stockholders the approval of the Series B Conversion Proposal, at a special meeting of stockholders, which was held on September 20, 2024. On September 20, 2024, the Company’s stockholders approved the Series B Conversion Proposal, among other matters, at such special meeting. On September 25, 2024, pursuant to the terms of the Series B Certificate of Designation, 2,499,976 shares of Series B Preferred Stock automatically converted into 2,499,976 shares of common stock; 437,927 shares of Series B Preferred Stock did not automatically convert at such time due to beneficial ownership limitations.

As of September 30, 2024, the Company had 437,927 shares of Series B Preferred Stock issued and outstanding, which are convertible into 437,927 shares of common stock.

The Series B Preferred Stock had the following rights and preferences as of September 30, 2024:

Conversion

Each share of Series B Preferred Stock outstanding that was not automatically converted into common stock as a result of the stockholder approval of the Series B Conversion Proposal shall be convertible at any time at the option of the holder following stockholder approval of the Series B Conversion Proposal, only to the extent the beneficial ownership limitation does not apply to the shares of Series B Preferred Stock to be converted.

Redemption

The Series B Preferred Stock is not redeemable.

Dividends

Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock on an as-converted basis (without regard to the beneficial ownership limitation) equal to the dividends paid on shares of the common stock.

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Voting

Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Series B Certificate of Designation, or (c) amend the Charter or other organizational documents in any manner that alters or changes the preferences, rights, privileges, or powers of, or restrictions provided for the benefit of the holders of Series B Preferred Stock.

Liquidation

The holders of Series B Preferred Stock shall rank on parity with the holders of common stock and the holders of Series A Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of common stock would receive if the Series B Preferred Stock were fully converted, which shall be paid pari passu with holders of common stock and holders of Series A Preferred Stock, plus an amount equal to any dividends declared but unpaid. If the assets available for distribution are not sufficient to pay the holders of the Series B Preferred Stock pursuant to the preceding sentence, all remaining assets will be distributed ratably to the holders of the Series B Preferred Stock and common stock.

Series A Preferred Stock

The Certificate of Designation of Preferences, Rights, and Limitations of the Series A Non-Voting Convertible Preferred Stock, or the Series A Certificate of Designation, was filed on November 13, 2023, which provided for the designation of shares of the Series A Preferred Stock and authorized the issuance of 548,375 shares of Series A Preferred Stock.

Additionally on November 13, 2023, the Company entered into the Securities Purchase Agreement with (i) Dr. Timothy A. Springer, a member of the Company’s Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, a co-founder and the former chief executive officer of Old Cartesian, who joined the Company’s Board of Directors effective immediately after the effective time of the Merger, or the Investors. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of $60.25 million in the November 2023 Private Placement.

In the November 2023 Private Placement, Dr. Timothy A. Springer agreed to settle his purchases in three tranches of shares of Series A Preferred Stock, the first for a purchase price of $10.0 million and each thereafter for a purchase price of approximately $20.0 million, with the three tranches settling 30, 60, and 90 days, respectively, following the Closing Date. TAS Partners LLC agreed to settle its purchase for approximately $10.0 million within 30 days following the Closing Date. The first, second and third tranches were settled on December 13, 2023, January 12, 2024 and February 11, 2024, respectively, under which (i) 24,785.081 shares of Series A Preferred Stock were issued to each of TAS Partners LLC and Dr. Timothy A. Springer in the first tranche, (ii) 49,570.163 shares of Series A Preferred Stock were issued to Dr. Timothy A. Springer in the second tranche, and (iii) 49,570.163 shares of Series A Preferred Stock were issued to Dr. Timothy A. Springer in the third tranche. On November 15, 2023, the Company issued 619.627 shares of Series A Preferred Stock to Seven One Eight Three Four Irrevocable Trust for $0.25 million.

The Company determined the obligation to issue 148,710.488 shares of Series A Preferred Stock to Dr. Springer and TAS Partners LLC represented a forward contract and was accounted for as a liability with changes in fair value recorded in earnings. A portion of the liability was settled with the initial issuance of 49,570.162 shares of Series A Preferred Stock on December 13, 2023. The remaining portion of the forward contract liability was settled upon the issuance of 49,570.163 shares of Series A Preferred Stock each on January 12, 2024 and February 11, 2024, respectively (see Note 5).

On December 5, 2023, the Company issued 384,930.724 shares of Series A Preferred Stock as part of its consideration transferred in connection with the Merger which settled the related forward contract liability (see Note 5).

On March 26, 2024, the Company, with the consent of the requisite holders of Series A Preferred Stock, amended the Series A Certificate of Designation such that the automatic conversion of the Series A Preferred Stock into common stock, or the Automatic Conversion, would occur eight business days following stockholder approval of the Conversion Proposal. Upon such date, each share of Series A Preferred Stock automatically converted into 33.333 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 0% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion; provided, however, that such beneficial ownership limitation does not apply to Dr. Springer, TAS Partners LLC, or any of their respective affiliates.

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Each share of Series A Preferred Stock outstanding that was not automatically converted into common stock as a result of the beneficial ownership limitation is convertible at any time at the option of the holder, only to the extent the beneficial ownership limitation does not apply to the shares of Series A Preferred Stock to be converted.

On March 27, 2024, the Company’s stockholders approved the Conversion Proposal, among other matters, at the Special Meeting. As a result of the approval of the Conversion Proposal, all conditions that could have required cash redemption of the Series A Preferred Stock were satisfied. Since the Series A Preferred Stock is no longer redeemable, the associated balances of the Series A Preferred Stock were reclassified from mezzanine equity to permanent equity during the first quarter of 2024.

On April 8, 2024, pursuant to the terms of the Series A Certificate of Designation, as amended, 367,919.247 shares of Series A Preferred Stock automatically converted into 12,263,951 shares of common stock, including the non-cash reclassification of an amount equal to the increase in par value of common stock from additional paid-in capital; 166,341.592 shares of Series A Preferred Stock did not automatically convert due to beneficial ownership limitations.

As of September 30, 2024, the Company had 166,341.592 shares of Series A Preferred Stock issued and outstanding, which are convertible into 5,544,719 shares of common stock.

11. Equity

Equity Financings

July 2024 Private Placement

On July 2, 2024, the Company and the Purchasers entered into the July 2024 Purchase Agreement for the July 2024 Private Placement.

Pursuant to the July 2024 Purchase Agreement, the Purchasers agreed to purchase an aggregate of 3,563,247 shares of common stock and 2,937,903 shares of Series B Preferred Stock, inclusive of 2,359,500 shares of Series B Preferred Stock purchased by directors and executive officers of the Company, and related parties thereto, each at a price per share of $20.00. Each share of Series B Preferred Stock is convertible into one share of the Company’s common stock subject to stockholder approval of the Series B Conversion Proposal. The July 2024 Private Placement resulted in gross proceeds of approximately $130.0 million before deducting placement agent fees and other offering expenses. See Note 10.

“At-the-Market” Offerings

On October 25, 2021, the Company entered into a sales agreement, or the 2021 Sales Agreement, with Leerink Partners LLC (then known as SVB Leerink LLC), or Leerink Partners, pursuant to which the Company may sell shares of the Company’s common stock, from time to time, through an “at the market” equity offering program under which Leerink Partners will act as sales agent. The shares of common stock sold pursuant to the 2021 Sales Agreement, if any, would be issued and sold pursuant to a registration statement to be filed by the Company with the SEC, for aggregate remaining gross sales proceeds of up to $51.0 million.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company sold no shares of its common stock pursuant to the 2021 Sales Agreement.

Warrants

The following is a summary of warrant activity for the nine months ended September 30, 2024:


	Number of Warrants
	Equity classified	Liability classified	Total	Weighted-average exercise price
Outstanding at December 31, 2023	74,420	966,393	1,040,813	$	45.98

Exercises	(65,681)	—	(65,681)	43.80
Canceled	(178)	—	(178)	503.10
Outstanding at September 30, 2024	8,561	966,393	974,954	$	46.04

See Note 14 for further discussion on the exercise of the 65,681 warrants during the nine months ended September 30, 2024. See Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion of the terms related to the Company’s warrants.

Common Stock

On April 4, 2024, the Company implemented the Reverse Stock Split. The Reverse Stock Split became effective at 4:30 p.m. Eastern Time on April 4, 2024. On April 5, 2024, the Company’s common stock began trading on The Nasdaq Global Market on a split-adjusted basis under the symbol “RNAC” with a new CUSIP number, 816212302. As a result of the Reverse

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Stock Split, 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 share of common stock. Stockholders entitled to fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares. The Reverse Stock Split did not change the number of authorized shares or par value of the Company’s common or preferred stock.

Reserved Shares

The Company has authorized shares of common stock for future issuance as of September 30, 2024 as follows:





Exercise of warrants			974,954
Shares available for future stock incentive awards			3,837,543

Unvested restricted stock units			448,211
Outstanding common stock options			1,972,189
Series A Preferred Stock			5,544,719
Series B Preferred Stock			437,927

Total			13,215,543

12. Stock Incentive Plans

The Company maintained the 2008 Stock Incentive Plan, or the 2008 Plan, for employees, consultants, advisors, and directors. The 2008 Plan provided for the granting of incentive and non-qualified stock option and restricted stock awards as determined by the Board of Directors. In connection with the Merger, all outstanding awards issued under the 2008 Plan were cancelled, and the Board of Directors formally terminated the 2008 Plan.

In June 2016, the Company’s stockholders approved the 2016 Incentive Award Plan, or the 2016 Plan, which authorized 40,341 shares of common stock for future issuance under the 2016 Plan and the Company ceased granting awards under the 2008 Plan. Upon the effective date of the 2016 Plan, awards issued under the 2008 Plan remained subject to the terms of the 2008 Plan. Awards granted under the 2008 Plan that expired, lapsed or terminated became available under the 2016 Plan as shares available for future grants.

Additionally, pursuant to the terms of the 2016 Plan, the Board of Directors is authorized to grant awards with respect to common stock, and may delegate to a committee of one or more members of the Board of Directors or executive officers of the Company the authority to grant options and restricted stock units. On December 9, 2020, the Board of Directors established a Stock Option Committee authorized to grant awards to certain employees and consultants subject to conditions and limitations within the 2016 Plan. In January 2024, the number of shares of common stock that may be issued under the 2016 Plan was increased by 215,903. In June 2024, the Company’s stockholders approved an amendment and restatement of the 2016 Plan to reserve an additional 3,466,544 shares of its common stock for issuance. As of September 30, 2024, 3,511,101 shares remain available for future issuance under the 2016 Plan.

In September 2018, the Company’s 2018 Employment Inducement Incentive Award Plan, or the 2018 Inducement Incentive Award Plan, was adopted by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules, which authorized 39,166 shares of its common stock for issuance. In March 2019, the Board of Directors approved an amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 66,667 shares of the Company’s common stock for issuance thereunder. In December 2023, the Board of Directors approved an amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 60,833 shares of the Company’s common stock for issuance thereunder. In June 2024, the Board of Directors approved an amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 360,000 shares of the Company’s common stock for issuance thereunder. As of September 30, 2024, there are 253,377 shares available for future grant under the 2018 Inducement Incentive Award Plan.

In accordance with the Merger Agreement, the Company assumed Old Cartesian’s 2016 Stock Incentive Plan, or the Old Cartesian Plan. The Old Cartesian Plan permits the granting of options or restricted stock to employees, officers, directors, consultants and advisors to the Company. The unvested common stock options and Series A Preferred Stock options assumed by the Company in connection with the Merger generally vest over a four-year period. Additionally, the stock options granted have a contractual term of ten years and only full shares can be exercised as per the individual award agreements. As of September 30, 2024, there are 27,270 shares available for future grant under the Old Cartesian Plan.

In connection with the Merger, the outstanding stock options to purchase Old Cartesian common stock were converted into stock options to purchase 776,865 shares of common stock and 14,112.299 shares of Series A Preferred Stock of the Company. These replacement awards were revalued at their acquisition-date fair value and then attributed to pre and post-combination service. This resulted in $2.6 million attributed to post-combination service to be recognized as stock-based compensation expense over the remaining terms of the replacement awards, of which $0.3 million and $1.0 million was recognized as research and development expense in the consolidated statements of operations and comprehensive income (loss) during the

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three and nine months ended September 30, 2024, respectively. Following the Automatic Conversion, the options exercisable for shares of Series A Preferred Stock became exercisable for shares of common stock.

Stock-Based Compensation Expense

Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive income (loss), including $1.5 million recognized as stock-based compensation expense upon the achievement of a technical milestone by Ginkgo Bioworks Holdings, Inc., or Ginkgo, during the nine months ended September 30, 2023 as described in Note 15, was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	799	$	1,189	$	2,287	$	5,058
General and administrative	896		1,132		2,430		3,322
Total stock-based compensation expense	$	1,695	$	2,321	$	4,717	$	8,380

Stock Options

The estimated grant date fair values of stock option awards granted under the 2016 Plan and the 2018 Inducement Incentive Award Plan were calculated using the Black-Scholes option pricing model based on the weighted-average assumptions in the following table. No stock options were granted during the three months ended September 30, 2023.


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024				2024			2023
Risk-free interest rate	4.05		%		4.04		%	3.95		%
Dividend yield	—				—			—
Expected term (in years)	6.23				6.20			5.94
Expected volatility	94.98		%		95.07		%	94.64		%
Weighted-average fair value of common stock	$	17.97			$	19.79		$	34.50

The expected term of the Company's stock options granted has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Under the simplified method, the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data and the plain nature of its stock-based awards.

The weighted-average grant date fair value of stock options granted was $14.23 during the three months ended September 30, 2024, and $15.75 and $26.89 during the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, total unrecognized compensation expense related to unvested common stock options was $10.3 million, which is expected to be recognized over a weighted average period of 3.0 years.

The following table summarizes the stock option activity under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and Old Cartesian Plan for options for common stock:


				Weighted-average
	Number of			remaining	Aggregate
	common stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	776,865	$	2.97	6.50	$	13,760
Granted	908,675	$	19.79
Converted from options for Series A Preferred Stock	470,403	$	2.40
Exercised	(106,073)	$	3.12
Forfeited	(77,681)	$	17.12
Outstanding at September 30, 2024	1,972,189	$	10.02	7.11	$	15,207

Vested at September 30, 2024	976,876	$	2.84	5.09	$	13,020
Vested and expected to vest at September 30, 2024	1,830,212	$	9.26	6.94	$	15,190

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The following table summarizes the stock option activity under the Old Cartesian Plan for options for Series A Preferred Stock:


	Number of			Weighted-average
	Series A			remaining	Aggregate
	Preferred Stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	14,112.299	$	79.94	5.91	$	8,601




Converted to options for common stock	(14,112.299)	$	79.94
Outstanding at September 30, 2024	—	$	—

As a result of the approval of the Conversion Proposal on March 27, 2024, all conditions that could have required cash redemption of the Series A Preferred Stock underlying the stock options were satisfied. Since the Series A Preferred Stock is no longer redeemable, the associated balances of the stock options to purchase Series A Preferred Stock were reclassified from mezzanine equity to additional paid-in capital during the first quarter of 2024.

Following the Automatic Conversion, all options to purchase Series A Preferred Stock were converted into options to purchase common stock with adjustments to the underlying number of shares of common stock determined by multiplying the number of shares of Series A Preferred Stock by 33.333 and rounding down to the nearest whole number of shares and the per-share exercise price by dividing the per-share exercise price of Series A Preferred Stock by 33.333 and rounding the resulting exercise price up to the nearest whole cent.

Restricted Stock Units

During the nine months ended September 30, 2024, the Company granted 477,037 restricted stock unit awards with a weighted-average fair value of $19.86 per share based on the closing price of the Company’s common stock on the date of grant under the 2016 Plan and the Old Cartesian Plan, which generally vest over a four-year term. Forfeitures are estimated at the time of grant and are adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated a forfeiture rate of 10% for restricted stock unit awards based on historical experience.

Unrecognized compensation expense related to the restricted stock units was $5.8 million as of September 30, 2024, which is expected to be recognized over a weighted-average period of 3.2 years.

The following table summarizes the Company’s restricted stock units under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and the Old Cartesian Plan:


	Number of shares	Weighted-average grant date fair value ($)
Unvested at December 31, 2023	—	$	—
Granted	477,037	19.86


Forfeited	(28,826)	19.80
Unvested at September 30, 2024	448,211	$	19.86

Employee Stock Purchase Plan

In June 2016, the Company approved the 2016 Employee Stock Purchase Plan, or the ESPP, which initially authorized 5,769 shares of common stock for future issuance under the ESPP to participating employees. As of September 30, 2024, 45,795 shares remain available for future issuance under the ESPP. In connection with the Merger, the Board of Directors suspended the offerings under the ESPP.

The Company recognized no stock-based compensation expense under the ESPP for the three and nine months ended September 30, 2024 and less than $0.1 million and $0.1 million stock-based compensation expense under the ESPP for the three and nine months ended September 30, 2023, respectively.

13. Revenue Arrangements

Collaboration and license revenue

Astellas Gene Therapies

In January 2023, the Company entered into a License and Development Agreement, or the Astellas Agreement, with Audentes Therapeutics, Inc., doing business as Astellas Gene Therapies, or Astellas. Under the Astellas Agreement, the

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Company granted Astellas an exclusive license to the Company’s IdeXork technology arising from Xork (defined below), to develop and commercialize Xork for use in Pompe disease in combination with an Astellas gene therapy investigational or authorized product. Xork, Genovis’ IgG Protease, was licensed by the Genovis Agreement, as described in Note 15 to these consolidated financial statements. Astellas paid a $10.0 million upfront payment to the Company upon signing of the Astellas Agreement, and the Company was entitled to receive up to $340.0 million in future additional payments over the course of the partnership that were contingent on the achievement of various development and regulatory milestones and, if commercialized, sales thresholds for annual net sales where Xork is used as a pre-treatment for an Astellas investigational or authorized product. The Company was also eligible for tiered royalty payments ranging from low to high single digits. Any proceeds received from milestone payments or royalties relating to Xork would have been required to be distributed to holders of CVRs, net of certain deductions. A more detailed description of the Astellas Agreement and the Company's evaluation of this agreement under ASC 606 can be found in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In March 2024, the Company was notified by Astellas of its intention to terminate the Astellas Agreement, which occurred effective June 6, 2024.

As of September 30, 2024, there were no unsatisfied performance obligations related to the Astellas Agreement. As of December 31, 2023, the Company recorded $2.3 million and $3.5 million as a short-term and a long-term contract liability, respectively, representing deferred revenue associated with the Astellas Agreement. As of September 30, 2024 and December 31, 2023, the Company recorded a receivable of $0.1 million and $0.3 million, respectively, representing billings for the Xork Development Services (as defined in the Astellas Agreement) that are subject to reimbursement by Astellas. No revenue related to the Astellas Agreement was recognized during the three months ended September 30, 2024. During the nine months ended September 30, 2024, revenue of $6.3 million related to the Astellas Agreement was recognized, inclusive of $3.2 million of revenue recognized from performance obligations related to prior periods as a result of the change in transaction price during the nine months ended September 30, 2024. Revenue of $1.5 million and $2.9 million related to the Astellas Agreement was recognized during the three and nine months ended September 30, 2023, respectively.

Takeda Pharmaceuticals USA, Inc.

License and Development Agreement

In October 2021, the Company entered into a License Agreement, or the Takeda Agreement, with Takeda Pharmaceuticals USA, Inc., or Takeda. Under the Takeda Agreement, the Company granted Takeda an exclusive license to the Company’s ImmTOR technology initially for two specified disease indications within the field of lysosomal storage disorders. Takeda paid a $3.0 million upfront payment to the Company upon signing of the Takeda Agreement, and the Company was entitled to receive up to $1.124 billion in future additional payments over the course of the partnership that were contingent on the achievement of development or commercial milestones or Takeda’s election to continue its activities at specified development stages. The Company was also eligible for tiered royalties on future commercial sales of any licensed products. A more detailed description of the Takeda Agreement and the Company's evaluation of this agreement under ASC 606 can be found in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On March 9, 2023, the Company was notified by Takeda of the achievement of the milestone event related to the completion of a non-clinical milestone for one of the specified disease indications within the field of lysosomal storage disorders under the Takeda Agreement. Accordingly, the Company received a milestone payment of $0.5 million during the three months ended June 30, 2023.

The Takeda Agreement was terminated effective July 25, 2023, following Takeda’s decision to discontinue discovery and pre-clinical activities in adeno-associated virus, or AAV, gene therapy.

As of September 30, 2024 and December 31, 2023, there were no unsatisfied performance obligations related to the Takeda Agreement. No revenue related to the Takeda Agreement was recognized during the three and nine months ended September 30, 2024. No revenue and revenue of $0.6 million related to the Takeda Agreement was recognized during the three and nine months ended September 30, 2023, respectively.

Swedish Orphan Biovitrum AB (publ.)

License and Development Agreement

In June 2020, the Company and Sobi entered into the Sobi License, which was subsequently amended. Pursuant to the Sobi License, the Company agreed to grant Sobi an exclusive, worldwide (except as to Greater China) license to develop, manufacture and commercialize the SEL-212 drug candidate, which is currently in development for the treatment of chronic refractory gout. The SEL-212 drug candidate is a pharmaceutical composition containing a combination of SEL-037, or the Compound, and ImmTOR. Pursuant to the Sobi License, in consideration of the license, Sobi agreed to pay the Company a one-time, upfront payment of $75.0 million. Sobi has also agreed to make milestone payments totaling up to $630.0 million to the Company upon the achievement of various development and regulatory milestones and, if commercialized, sales thresholds for annual net sales of SEL-212, and tiered royalty payments ranging from the low double digits on the lowest sales tier to the high

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teens on the highest sales tier. A more detailed description of the Sobi License and the Company's evaluation of this agreement under ASC 606 can be found in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On October 31, 2023, the Company and Sobi entered into Amendment No. 1 to the Sobi License, pursuant to which the Company granted Sobi an exclusive license to manufacture ImmTOR solely in connection with Sobi’s development of SEL-212 under the License and Development Agreement and transferred certain contracts and manufacturing equipment to Sobi. Additionally, in connection with entry into the amendment, Sobi agreed to make employment offers to certain of the Company’s employees engaged in ImmTOR manufacturing activities on or prior to a specified date, and the Company agreed not to terminate the employment of such employees prior to such specified date. The Company maintains no responsibilities to Sobi to manufacture, or supply Sobi with, ImmTOR under the Sobi License.

On June 28, 2024, Sobi initiated a rolling biologics license application to the FDA for SEL-212 for the potential treatment of chronic refractory gout which resulted in the achievement of a development milestone and a $30.0 million payment obligation from Sobi to the Company. As a result, the development milestone was no longer constrained and $30.0 million was recognized as revenue during the nine months ended September 30, 2024 as there were no remaining performance obligations under the Sobi License. The proceeds from the achievement of the development milestone were received from Sobi in July 2024 and are expected to be included, net of deductions as specified in the CVR Agreement, in the next scheduled distribution to holders of the CVRs in March 2025.

As of September 30, 2024 and December 31, 2023, the Company recorded total outstanding receivables of $4.2 million and $4.6 million, respectively, representing billings for the Phase 3 DISSOLVE program that are subject to reimbursement by Sobi. Additionally, as of September 30, 2024 and December 31, 2023, the Company recorded a total unbilled receivable of $1.0 million and $3.0 million, respectively, representing revenue earned but not yet billed for the Phase 3 DISSOLVE program.No revenue was recognized during the three months ended September 30, 2024. Revenue of $32.8 million, inclusive of the $30.0 million development milestone, related to the Sobi License was recognized during the nine months ended September 30, 2024. Revenue of $5.0 million and $13.7 million related to the Sobi License was recognized during the three and nine months ended September 30, 2023, respectively.

Sarepta Therapeutics, Inc.

Research License and Option Agreement

In June 2020, the Company and Sarepta Therapeutics, Inc., or Sarepta, entered into a Research License and Option Agreement, or the Sarepta Agreement. Pursuant to the Sarepta Agreement, the Company agreed to grant Sarepta a license under the Company’s intellectual property rights covering the Company’s antigen-specific biodegradable nanoparticle encapsulating ImmTOR to research and evaluate ImmTOR in combination with Sarepta’s adeno-associated virus gene therapy technology, or gene editing technology, using viral or non-viral delivery, to treat Duchenne Muscular Dystrophy and certain Limb-Girdle Muscular Dystrophy subtypes, or the Indications. Sarepta initially had an option term of 24 months during which it could opt-in to obtain an exclusive license to further develop and commercialize the product to treat at least one indication, with a potential to extend the option term for an additional fee. The Company agreed to supply ImmTOR to Sarepta for clinical supply on a cost-plus basis under the Sarepta Agreement. A more detailed description of the Sarepta Agreement and the Company's evaluation of this agreement under ASC 606 can be found in Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On March 13, 2023, the Company was notified by Sarepta that Sarepta would not be exercising its exclusive option under the Sarepta Agreement. Therefore, the remaining deferred revenue balance as of December 31, 2022 of $0.5 million was recognized as revenue during the nine months ended September 30, 2023. No revenue related to the Sarepta Agreement was recognized during the three and nine months ended September 30, 2024 or the three months ended September 30, 2023.

Transaction Price Allocated to Future Performance Obligations

Remaining performance obligations represent the transaction price of contracts for which work has not been performed, or has been partially performed. As of September 30, 2024, there were no unsatisfied performance obligations from contracts with customers.

Contract Balances from Contracts with Customers

The following table presents changes in the Company’s contract liabilities during the nine months ended September 30, 2024 (in thousands):

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	Balance at						Balance at
	beginning of period		Additions		Deductions		end of period
Nine Months Ended September 30, 2024
Contract liabilities:
Deferred revenue	$	5,849	$	—	$	(5,849)	$	—
Total contract liabilities	$	5,849	$	—	$	(5,849)	$	—

Grant revenue

National Institute of Neurological Disorders and Stroke of the National Institutes of Health

In June 2024, the Company received funding approval from the National Institute of Neurological Disorders and Stroke of the National Institutes of Health, or NINDS, for an award of $1.5 million granted for the budget period, which runs from June 2024 through May 2025. Subject to the availability of funds and satisfactory progress of the project, an additional $1.5 million is recommended to be awarded for the budget period June 2025 through May 2026. The funding was provided by NINDS to further the Company’s use of RNA-based CAR-T cells to combat autoantibody-associated autoimmune disorders. Grant funding is to be used solely for manufacturing of RNA-based CAR-T cells and analysis of samples to inform mechanism of action. The award period runs through May 31, 2026. The Company will recognize grant revenue when expenses reimbursable under the grant have been incurred during the budget period.

As of September 30, 2024, the Company recorded a receivable of $0.6 million that is subject to reimbursement by NINDS. The Company recognized grant revenue of $0.4 million and $0.6 million during the three and nine months ended September 30, 2024, respectively.

14. Related-Party Transactions

July 2024 Securities Purchase Agreement

On July 2, 2024, the Company entered into the July 2024 Purchase Agreement with the Purchasers. The Purchasers included (i) Dr. Timothy A. Springer, a member of the Company’s Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Dr. Chafen Lu, Dr. Springer’s wife (see Note 10). The below issuances and sales to related parties of the Company were made during the three months ended September 30, 2024.


Name	Shares of Series B Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	1,636,832	$	32,737
TAS Partners LLC, affiliate of Timothy A. Springer, Ph.D.	721,361	$	14,427
Chafen Lu, Ph.D., wife of Timothy A. Springer, Ph.D.	1,307	$	26

November 2023 Securities Purchase Agreement

On November 13, 2023, the Company entered into the Securities Purchase Agreement with (i) Dr. Timothy A. Springer, (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, in which the Company agreed to issue and sell an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of $60.25 million (see Note 10). The November 2023 Private Placement included a delayed settlement mechanism, and as a result, the below issuances and sales to related parties of the Company were made during the nine months ended September 30, 2024.


Name	Shares of Series A Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	99,140.326	$	40,000

Exercise of Amended 2019 Warrants

On March 26, 2024, TAS Partners LLC, an affiliate of Dr. Springer, exercised 65,681 Amended 2019 Warrants, paid the per-share exercise price of $43.80 in cash for an aggregate exercise price of $2.9 million, and received 65,681 shares of common stock and 1,970,443 CVRs.

During the three and nine months ended September 30, 2023, there were no related party transactions.

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15. Collaboration and License Agreements

Biogen MA, Inc.

On September 8, 2023, the Company entered into a non-exclusive, sublicensable, worldwide, perpetual patent license agreement, or the Biogen Agreement, with Biogen MA, Inc., or Biogen, to research, develop, make, use, offer, sell and import products or processes containing or using an engineering T-cell modified with an mRNA comprising, or encoding a protein comprising, certain sequences licensed under the Biogen Agreement for the prevention, treatment, palliation and management of autoimmune diseases and disorders, excluding cancers, neoplastic disorders, and paraneoplastic disorders. The Company is not obligated to pay Biogen any expenses, fees, or royalties.

The Company may terminate the Biogen Agreement for any reason or no reason, and Biogen may terminate the agreement after a notice-and-cure period of 30 days if the Company fails to pay a fee owed to Biogen or for any other material breach of the agreement. The Biogen Agreement will otherwise expire when all claims of all issued patents within the patents and patent applications licensed to the Company under the Biogen Agreement have expired or been finally rendered revoked, invalid or unenforceable by a decision of a court or government agency.

The Biogen Agreement encompasses patents and patent applications in the PCT/US2010/026825 patent family, which was filed March 10, 2010. In general, all patents that issue in this family have an expected expiration date of March 10, 2030, subject to potential patent term adjustments and/or extensions. For the U.S. patents and applications in this family, U.S. Patent 9,034,324 was awarded 677 days of patent term adjustment, which would extend the expiration date of this patent to January 16, 2032, absent any challenges to the patent term. The other issued patent in this family was not awarded any patent term adjustment, so its expected expiration date is March 10, 2030.

National Cancer Institute of the National Institutes of Health

Effective September 16, 2019, the Company entered into a nonexclusive, worldwide license agreement, or the NCI Agreement, with the U.S. Department of Health and Human Services, represented by the National Cancer Institute of the National Institutes of Health, or NCI.

Under the NCI Agreement, the Company was granted a license under certain NCI patents and patent applications designated in the agreement, to make, use, sell, offer and import products and processes within the scope of the patents and applications licensed under the NCI Agreement when developing and manufacturing anti-BCMA CAR-T cell products for the treatment of myasthenia gravis, pemphigus vulgaris, and immune thrombocytopenic purpura according to methods designated in the NCI Agreement.

In connection with the Company’s entry into the NCI Agreement, Old Cartesian paid to NCI a one-time $0.1 million license royalty payment. Under the NCI Agreement, the Company is further required to pay NCI a low five-digit annual royalty. The Company must also pay earned royalties on net sales in a low single-digit percentage and pay up to $0.8 million in benchmark royalties upon the Company's achievement of designated benchmarks that are based on the commercial development plan agreed between the parties.

Under the NCI Agreement, the Company must use reasonable commercial efforts to bring licensed products and licensed processes to the point of Practical Application (as defined in the NCI Agreement). Upon the Company’s first commercial sale, the Company must use reasonable commercial efforts to make licensed products and licensed processes reasonably accessible to the United States public. After the Company's first commercial sale, the Company must make reasonable quantities of licensed products or materials produced via licensed processes available to patient assistance programs and develop educational materials detailing the licensed products. Unless the Company obtains a waiver from NCI, the Company must have licensed products and licensed processes manufactured substantially in the United States. Prior to the first commercial sale, upon NCI’s request, the Company is obligated to provide NCI with commercially reasonable quantities of licensed products made through licensed processes to be used for in vitro research.

Additionally, the Company must use reasonable commercial efforts to initiate a Phase 3 clinical trial of a licensed product by the fourth quarter of 2024, submit a BLA with respect to a licensed product by the fourth quarter of 2026, and make a first commercial sale of a licensed product by the fourth quarter of 2028.

The NCI Agreement terminates upon the expiration of the last to expire of the patent rights licensed thereunder, if not sooner terminated. The NCI Agreement encompasses patents and patent applications in the PCT/US2013/032029 patent family, which was filed March 15, 2013. In general, all patents that issue in this family have an expected expiration of March 15, 2033, subject to potential patent term adjustments and/or extensions. For the U.S. patents and applications in this family, only two patents were awarded patent term adjustments. U.S. Patent 9,765,342 was awarded 297 days of patent term adjustment, which would extend the expiration date of this patent to January 6, 2034, absent any challenges to the patent term. The other patent, U.S. Patent 10,876,123, was awarded three days of patent term adjustment, but this patent is subject to terminal disclaimers filed against other family members, so this patent will not extend beyond the March 15, 2033 date. The other issued patents in this family were not awarded any patent term adjustment, so the expected expiration date for these patents also remains March

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15, 2033. There is also a pending patent application which, if issued, will expire on March 15, 2033, but could also be subject to patent term adjustment and to any potential future terminal disclaimers.

NCI has the right to terminate the NCI Agreement, after giving written notice and providing a cure period in accordance with its terms, if the Company is in default of a material obligation. The Company has the unilateral right to terminate the agreement in any country or territory by giving NCI 60 days’ written notice. The Company agreed to indemnify NCI against any liability arising out of the Company’s, sublicensees’ or third parties’ use of the licensed patent rights and licensed products or licensed processes developed in connection with the licensed patent rights.

Ginkgo Bioworks Holdings, Inc.

Collaboration and License Agreements

On October 25, 2021, the Company entered into a Collaboration and License Agreement, or the First Ginkgo Agreement, with Ginkgo. Under the First Ginkgo Agreement, Ginkgo will design next generation IgA proteases with potentially transformative therapeutic potential. In return, Ginkgo is eligible to earn both upfront research and development fees and milestone payments, including certain milestone payments for fixed fair values in the form of the Company's common stock, clinical and commercial milestone payments of up to $85.0 million in cash. The First Ginkgo Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808, Collaborative Arrangements, or ASC 808, as the risk and rewards are not shared by both parties. The Company will expense costs related to the First Ginkgo Agreement as incurred until regulatory approval is received in accordance with ASC 730, Research and Development, or ASC 730. The Company is accounting for the contingently issuable shares to be issued in exchange for the license obtained from Ginkgo as a liability classified stock-based compensation arrangement with a non-employee which will be recognized when achievement of the milestones is probable. The Company will assess the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, will amortize these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company is also obligated to pay Ginkgo tiered royalties ranging from low-single digit to high-single digit percentages of annual net sales of collaboration products which will be expensed as the commercial sales occur.

On January 3, 2022, the Company entered into a Collaboration and License Agreement, or the Second Ginkgo Agreement, with Ginkgo. Under this agreement, the Company will engage with Ginkgo to develop AAV capsids designed to enhance transduction efficiency and transgene expression. In return, Ginkgo is eligible to earn both upfront research and development fees and milestone payments, including certain milestone payments in the form of shares of the Company’s common stock, clinical and commercial milestone payments of up to $207 million in cash. The Second Ginkgo Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company will expense costs related to the Second Ginkgo Agreement as incurred until regulatory approval is received in accordance with ASC 730. The Company is accounting for the contingently issuable shares of common stock to be issued in exchange for the license obtained from Ginkgo as a liability-classified, stock-based compensation arrangement with a non-employee which will be recognized when achievement of the milestones is probable. The Company will assess the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, will amortize these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company is also obligated to pay Ginkgo tiered royalties ranging from low-single digit to high-single digit percentages of annual net sales of collaboration products which will be expensed as the commercial sales occur.

On June 13, 2022, the Company was notified of the achievement of the midpoint of the technical development plan under the First Ginkgo Agreement by Ginkgo. This milestone resulted in the payment of $0.5 million and issuance of 29,761 shares of the Company’s common stock then-valued at $1.0 million to Ginkgo during the year ended December 31, 2022.

On July 19, 2023, the Company and Ginkgo mutually agreed that the completion of the technical development plan’s midpoint task under the Second Ginkgo Agreement had been achieved as of June 30, 2023. This milestone resulted in the payment of $1.0 million and issuance of 44,642 shares of the Company’s common stock then-valued at $1.5 million to Ginkgo during the year ended December 31, 2023.

Genovis AB (publ.)

License Agreement

In October 2021, the Company entered into an Exclusive License Agreement, or the Genovis Agreement, with Genovis AB (publ.), or Genovis. Under the Genovis Agreement, the Company paid to Genovis an upfront payment in exchange for an exclusive license to the Xork enzyme technology across all therapeutic uses in humans, excluding research, preclinical, diagnostic and other potential non-therapeutic applications of the enzyme. Genovis was eligible to earn from the Company development and sales-based milestones and sublicensing fees. The Genovis Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company was to expense costs related to the Genovis Agreement as incurred until regulatory approval was received in accordance with ASC 730. The Company would have assessed the capitalization of costs incurred after the receipt of regulatory

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approval and, if applicable, would have amortized these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company was also obligated to pay Genovis tiered royalties of low double digit percentages of worldwide annual net sales of collaboration products which would have been expensed as the commercial sales occur.

In February 2023, the Company made a $4.0 million payment to Genovis as a result of the sublicense of Xork to Astellas. See Note 13 to these unaudited consolidated financial statements for further discussion on the Astellas Agreement.

In March 2024, the Company notified Genovis of its intention to terminate the Genovis Agreement, which occurred effective September 13, 2024.

Cyrus Biotechnology, Inc.

Collaboration and License Agreement

In September 2021, the Company and Cyrus Biotechnology, Inc., or Cyrus, entered into a collaboration and license agreement, or the Cyrus Agreement. Pursuant to the Cyrus Agreement, Cyrus agreed to grant the Company an exclusive, worldwide license to certain intellectual property to form a protein engineering collaboration combining the Company’s ImmTOR platform with Cyrus’ ability to redesign protein therapeutics. The lead program was a proprietary interleukin-2, or IL-2, protein agonist designed to selectively promote expansion of regulatory T cells for treatment of patients with autoimmune diseases and other deleterious immune conditions. In return for the licensed intellectual property, the Company made an upfront payment and was obligated to pay certain discovery, development, and sales-based milestones which could have potentially totaled up to approximately $1.5 billion across multiple programs. The Cyrus Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company expensed costs related to the Cyrus Agreement as incurred until regulatory approval is received in accordance with ASC 730. The Company assessed the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, would have amortized these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company was also obligated to pay Cyrus tiered royalties ranging from mid-single digit to low-double digit percentages of annual net sales of collaboration products which would have been expensed as commercial sales occur.

On June 13, 2022, the Company and Cyrus mutually agreed that the preclinical key in-vitro success milestone had been achieved.

In October 2023, the Company notified Cyrus of its termination of the Cyrus Agreement effective December 29, 2023.

Stock Purchase Agreement

Additionally, on September 7, 2021, the Company entered into a stock purchase agreement, or the Series B Preferred Stock Purchase Agreement, in connection with the Cyrus Agreement. Pursuant to the Series B Preferred Stock Purchase Agreement, the Company purchased 2,326,934 shares of Cyrus’ Series B Preferred Stock, par value $0.0001 per share, at a purchase price of $0.8595 per share, for $2.0 million.

In accordance with ASC 810, the Company has a variable interest in Cyrus resulting from its equity investment. The Company will share in Cyrus’ expected losses or receive a portion of its expected returns and absorb the variability associated with changes in the entity’s net assets. However, the Company is not the primary beneficiary as it does not have the power to direct the activities most significant to Cyrus, and therefore it is not required to consolidate Cyrus. The Company has recognized the $2.0 million investment of Cyrus’ Series B Preferred Stock at cost on the purchase date.

As of September 30, 2024, no impairment indicators were present and there were no observable price changes. Therefore, the carrying value of the investment in Cyrus is $2.0 million on the accompanying consolidated balance sheets. The Company’s maximum exposure to loss related to this variable interest entity is limited to the carrying value of the investment. The Company has not provided financing to Cyrus other than the amount contractually required by the Series B Preferred Stock Purchase Agreement.

Asklepios Biopharmaceutical, Inc.

Feasibility Study and License Agreement

In August 2019, the Company entered into a feasibility study and license agreement, or the AskBio Collaboration Agreement, with Asklepios Biopharmaceutical, Inc., or AskBio. Pursuant to the AskBio Collaboration Agreement, the Company and AskBio agreed to license intellectual property rights to each other as part of a collaboration to research, develop, and commercialize certain AAV gene therapy products utilizing the Company’s ImmTOR platform to enable re-dosing of such AAV gene therapy products to treat serious rare and orphan genetic diseases for which there is a significant unmet medical need.

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Pursuant to the AskBio Collaboration Agreement, the Company and AskBio agreed to conduct proof of concept studies to potentially validate the use of ImmTOR in conjunction with AskBio’s AAV gene therapy, or SEL-302, (previously disclosed as MMA-101, in combination with ImmTOR) for the treatment of methylmalonic acidemia, or MMA, to mitigate the formation of neutralizing anti-AAV capsid antibodies. On April 29, 2021, the Company was notified by AskBio that it intended to opt-out of development of the MMA indication.

The Company and AskBio shared responsibility for the research, development and commercialization of products developed under the SEL-399 program collaboration. The parties also shared research, development, and commercialization costs equally for all collaboration products, but with a right of either party to opt out of certain products, and thereby not be required to share costs for such products. Each party would have received a percentage of net profits under the collaboration equal to the percentage of shared costs borne by such party in the development of such product. Pursuant to the AskBio Collaboration Agreement, AskBio was responsible for manufacturing the AAV capsids and AAV vectors and the Company was responsible for manufacturing ImmTOR.

The Company and AskBio mutually agreed to the termination of the AskBio Collaboration Agreement, effective December 13, 2023.

No collaboration expense under the AskBio Collaboration Agreement was recognized during the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, the Company recognized less than $0.1 million and $0.1 million, respectively, of collaboration expense under the AskBio Collaboration Agreement in which actual costs incurred by both parties approximate a 50% cost share.

Shenyang Sunshine Pharmaceutical Co., Ltd

In May 2014, the Company entered into a license agreement, or the 3SBio License, with Shenyang Sunshine Pharmaceutical Co., Ltd., or 3SBio. The Company has paid to 3SBio an aggregate of $7.0 million in upfront and milestone-based payments under the 3SBio License as of September 30, 2024. The Company is required to make future payments to 3SBio contingent upon the occurrence of events related to the achievement of clinical and regulatory approval milestones of up to an aggregate of $15.0 million for products containing the Company’s ImmTOR platform.

16. Income Taxes

As of September 30, 2024, the Company has not recorded any U.S. federal or state income tax benefits for either the net losses the Company has incurred or its earned research and orphan drug credits, due to the uncertainty of realizing a benefit from those items in the future.

17. Defined Contribution Plan

The Company maintains a defined contribution plan, or the 401(k) Plan, under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The 401(k) Plan provides for matching contributions on a portion of participant contributions pursuant to the 401(k) Plan’s matching formula. As of January 2022, all matching contributions vest ratably over two years and participant contributions vest immediately. Contributions by the Company totaled $0.1 million during each of the three months ended September 30, 2024 and 2023, and $0.2 million and $0.3 million during the nine months ended September 30, 2024 and 2023, respectively.

18. Commitments and Contingencies

As of September 30, 2024, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

Other

As permitted under Delaware law, the Company indemnifies its directors for certain events or occurrences while the director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the director’s lifetime. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ insurance coverage that limits its exposure and enables it to recover a portion of any future amounts paid. The Company also has indemnification arrangements under certain of its facility leases that require it to indemnify the landlord against certain costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from certain breaches, violations, or non-performance of any covenant or condition of the Company’s lease. The term of the indemnification is for the term of the related lease agreement. The maximum potential amount of future payments the Company could be

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required to make under these indemnification agreements is unlimited. To date, the Company had not experienced any material losses related to any of its indemnification obligations, and no material claims with respect thereto were outstanding.

The Company is a party in various other contractual disputes and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

19. Restructuring

In April 2023, in light of current market conditions, the Board of Directors took steps to extend the Company’s cash runway by pausing further development of SEL-302 for the treatment of MMA, and conducting a targeted headcount reduction. On August 17, 2023, the Company announced additional steps to extend cash runway and maximize value for stockholders by continuing to prioritize development of SEL-212 and support of its collaboration with Astellas for Xork, and pausing further development of all of the Company’s other clinical and preclinical product candidates that it was no longer actively advancing.

As a result of these measures, the Company implemented a restructuring plan that resulted in an approximate 90% reduction of the Company's existing headcount as of September 30, 2024. The Company recognized restructuring expenses consisting of one-time cash severance payments and other employee-related costs of $6.4 million for the year ended December 31, 2023 with $5.6 million and $0.8 million recorded to research and development and general and administrative operating expense categories, respectively, on its consolidated statements of operations and comprehensive income (loss) based on each employee's role. Cash payments for employee related restructuring charges of $2.5 million were paid as of December 31, 2023.

For the nine months ended September 30, 2024, the Company recorded restructuring expenses consisting of one-time cash severance payments and other employee-related costs of $0.8 million, with $0.2 million and $0.6 million recorded to research and development and general and administrative operating expense categories, respectively, on its consolidated statements of operations and comprehensive income (loss) based on each employee’s role. Cash payments for employee related restructuring charges of $4.6 million were paid during the nine months ended September 30, 2024. Payments for the restructuring plan were substantially complete by June 30, 2024.

The following table summarizes the change in the Company’s accrued restructuring balance (in thousands):


	Beginning Balance						Ending Balance
	December 31, 2023		Charges		Payments		September 30, 2024
Severance liability	$	3,896	$	777	$	(4,586)	$	87

20. Subsequent Events

On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, pursuant to the Series A Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by Seven One Eight Three Four Irrevocable Trust were converted into 1,518,373 newly issued shares of Common Stock.

Based on the 25,414,898 shares of common stock outstanding on November 1, 2024, following such optional conversion by Dr. Kalayoglu, there would be 29,879,171 shares of common stock outstanding if all shares of Series A Preferred Stock and all shares of Series B Preferred Stock converted into common stock on such date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which we filed with the SEC on March 7, 2024. In addition, you should read the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections of this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a clinical-stage biotechnology company developing mRNA cell therapies for the treatment of autoimmune diseases. We leverage our proprietary technology and manufacturing platform to introduce one or more mRNA molecules into cells to enhance their function. Unlike DNA, mRNA degrades naturally over time without integrating into the cell’s genetic material. Therefore, our mRNA cell therapies are distinguished by their capacity to be dosed repeatedly like conventional drugs, administered in an outpatient setting, and given without pre-treatment chemotherapy required with many conventional cell

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therapies. In an open-label Phase 2 clinical trial in patients with myasthenia gravis, or MG, a chronic autoimmune disease that causes disabling muscle weakness and fatigue, we observed that our lead product candidate, Descartes-08, generated a deep and durable clinical benefit, with all seven participants maintaining improvements in MG severity scales considered clinically meaningful by expert consensus at nine months, and five of the seven participants maintaining improvements in MG severity scales considered clinically meaningful by expert consensus at 12 months. Durability of response in MG is commonly measured over a period of 26 to 52 weeks, and maintenance of response over that period is considered durable.

Our mRNA CAR-T modality is a personalized approach that collects a patient’s T-cells and uses mRNA to introduce a CAR into the cell. The CAR redirects the T-cells to target and destroy pathogenic self-reactive cells. Our mRNA in situ modality is designed to deliver mRNA into a patient’s lymph node to generate CAR-T cells and other proteins that target autoimmunity.

Merger

On November 13, 2023, the Company (formerly known as Selecta Biosciences, Inc., or Selecta) merged with the private Delaware corporation which, immediately prior to the Merger (as defined below), was known as Cartesian Therapeutics, Inc., or Old Cartesian, in accordance with the terms of an Agreement and Plan of Merger, or the Merger Agreement, by and among

Selecta, Sakura Merger Sub I, Inc., a wholly owned subsidiary of Selecta, or First Merger Sub, Sakura Merger Sub II, LLC, a wholly owned subsidiary of Selecta, or Second Merger Sub, and Old Cartesian. Pursuant to the Merger Agreement, First Merger Sub merged with and into Old Cartesian, pursuant to which Old Cartesian was the surviving corporation and became a wholly owned subsidiary of Selecta, or the First Merger. Immediately following the First Merger, Old Cartesian merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity, or the Second Merger and, together with the First Merger, the Merger. In connection with the Second Merger, Old Cartesian changed its name to Cartesian Bio, LLC. In connection with the Merger and pursuant to the Merger Agreement, the Company changed its corporate name to Cartesian Therapeutics, Inc. See Note 3 of the accompanying notes to the unaudited consolidated financial statements appearing elsewhere in this Quarterly Report for additional information regarding the Merger.

Financial Operations

To date, we have financed our operations primarily through public offerings and private placements of our securities, funding received from research grants, collaboration and license arrangements and a credit facility. We do not have any products approved for sale and have not generated any product sales.

Except for the year ended December 31, 2022, we have incurred significant operating losses since our inception. We incurred a net loss of $67.2 million and $42.1 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, we had an accumulated deficit of $681.8 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we:

•advance Descartes-08 for MG into Phase 3 development;

•continue to develop our preclinical and clinical-stage product candidates;

•seek regulatory approvals for any product candidates that successfully complete clinical trials; and

•maintain, expand and protect our intellectual property portfolio, including through licensing arrangements.

Until we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, and license and collaboration agreements. We may be unable to raise capital when needed or on reasonable terms, if at all, which would force us to delay, limit, reduce or terminate our product development or future commercialization efforts. We will need to generate significant revenues to achieve profitability, and we may never do so.

Concurrently with the closing of the Merger, we entered into a securities purchase agreement, or the Securities Purchase Agreement, pursuant to which we agreed to issue 149,330.115 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series A Preferred Stock, in exchange for aggregate gross proceeds of $60.25 million, or the November 2023 Private Placement. We granted customary registration rights to investors in connection with the November 2023 Private Placement.

On July 2, 2024, we entered into a securities purchase agreement, or the July 2024 Purchase Agreement, for a private investment in public equity financing, or the July 2024 Private Placement, which provides for the issuance of 3,563,247 shares of common stock and 2,937,903 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series B Preferred Stock, each at a purchase price of $20.00 per share. The July 2024 Private Placement resulted in gross proceeds of approximately $130.0 million before deducting placement agent fees and other offering expenses. We granted customary registration rights to investors in connection with the July 2024 Private Placement.

We believe that our existing cash, cash equivalents, and restricted cash as of September 30, 2024 will support development of Descartes-08 in MG, specifically supporting anticipated manufacturing costs associated with a Phase 3 clinical trial. We have

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based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect.

The consolidated financial information presented below includes the accounts of Cartesian Therapeutics, Inc. and our wholly owned subsidiaries, Selecta (RUS) LLC, a Russian limited liability company, or Selecta (RUS), and Selecta Biosciences Security Corporation, a Massachusetts securities corporation, and Cartesian Bio, LLC, a Delaware limited liability company, which is a variable interest entity for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated.

Collaboration and license revenue

To date, we have not generated any revenue from product sales. Our revenue consists primarily of collaboration and license revenue, which includes amounts recognized related to upfront and milestone payments for research and development funding under collaboration and license agreements. We expect that any revenue we generate will fluctuate from quarter to quarter because of the timing and amounts of fees, research and development reimbursements and other payments from collaborators. We do not expect to generate revenue from product sales for at least the next several years. If we or our collaborators fail to complete the development of our product candidates in a timely manner or fail to obtain regulatory approval as needed, our ability to generate future revenue will be harmed, and will affect the results of our operations and financial position. For further description of the agreements underlying our collaboration and license revenue, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Grant revenue

Additionally, we generate grant revenue which consists of funding received to perform specific research and development services under a grant arrangement with the National Institute of Neurological Disorders and Stroke of the National Institutes of Health, or NINDS. For further description of the arrangement underlying our grant revenue, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Research and development

Our research and development expenses consist of internal and external research and development costs, which primarily include fees paid to contract research organizations, internal manufacturing and quality related expenses, process development costs, internal research and development expenses, as well as fees paid to contract manufacturing organizations. These costs are primarily associated with compensation expenses for our research and development employees, capital equipment and supplies for our process development and manufacturing process, and other related expenses. Our internal research and development employees as well as our direct and indirect costs are shared across multiple development programs and are not solely dedicated to individual programs.

We expense research and development costs as incurred. Conducting a significant amount of research and development is central to our business model. Product candidates in clinical development generally have higher development costs than those in earlier stages of development, primarily due to the size, duration and cost of clinical trials. The successful development of our clinical and preclinical product candidates is highly uncertain. Clinical development timelines, the probability of success and development costs can differ materially from our expectations. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those which we currently expect will be required for the completion of clinical development of a product candidate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time to complete any clinical development.

In June 2020, we and Swedish Orphan Biovitrum AB, or Sobi, entered into a License and Development Agreement, which was amended in October 2023, or, as so amended, the Sobi License. Pursuant to the Sobi License, clinical trial costs incurred to complete development of the product candidate SEL-212, including but not limited to costs incurred while conducting and completing the Phase 3 DISSOLVE trials for SEL-212, were reimbursed by Sobi. These costs, when reimbursed, were recognized as revenue consistent with the revenue recognition methodology disclosed in Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report. The reimbursable costs exclude any costs of additional development activities required that were related to the ImmTOR platform and were unrelated to SEL-212.

In January 2023, we and Audentes Therapeutics, Inc., or Astellas, entered into a License and Development Agreement, or the Astellas Agreement. Pursuant to the Astellas Agreement, Astellas agreed to reimburse us for 25% of all budgeted costs incurred to complete the development of Xork, a bacterial IgG protease licensed from Genovis AB (publ.), or Genovis, for use in Pompe disease with an Astellas gene therapy investigational or authorized product. These costs, when reimbursed, were recognized as revenue consistent with the revenue recognition methodology disclosed in Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report. The Astellas Agreement was terminated effective June 6, 2024.

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General and administrative

General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to our executive, finance, business development and support functions. Other general and administrative expenses include facility-related costs not otherwise allocated to research and development expenses, travel expenses for our general and administrative personnel and professional fees for auditing, tax and corporate legal services, including intellectual property-related legal services.

Investment income

Investment income consists primarily of interest income earned on our cash, cash equivalents and marketable securities.

Interest expense

Interest expense consists of interest expense on amounts borrowed under our credit facilities.

Other income, net

Other income, net consists primarily of sublease income.

Change in fair value of warrant liabilities

Common warrants classified as liabilities are remeasured quarterly at fair value, utilizing a Black-Scholes valuation methodology, with the change in fair value recognized as a component of earnings.

Change in fair value of contingent value right liability

The contingent value right, or CVR, liability is remeasured quarterly at fair value, utilizing a Monte Carlo simulation, with the change in fair value recognized as a component of earnings.

Change in fair value of forward contract liabilities

The forward contract liabilities associated with the delayed issuance of the Series A Preferred Stock related to the November 2023 Private Placement is remeasured quarterly and upon settlement at fair value, utilizing the market price of our common stock, with the change in fair value recognized as a component of earnings.

Foreign currency transaction gain (loss)

The functional currency of Selecta (RUS) is the Russian ruble. In addition to holding cash denominated in Russian rubles, our Russian bank accounts also hold cash balances denominated in U.S. dollars to facilitate payments to be settled in U.S. dollars or other currencies. As of both September 30, 2024 and December 31, 2023, we maintained cash of $0.2 million in Russian bank accounts in denominations of both Russian rubles and U.S. dollars. The amounts denominated in U.S. dollars and used in transacting the day-to-day operations of our Russian subsidiary are subject to transaction gains and losses, which are reported as incurred.

Results of Operations

Comparison of the Three Months Ended September 30, 2024 and 2023

Collaboration and license revenue

During the three months ended September 30, 2024, we recognized no collaboration and license revenue, compared to $6.6 million for the three months ended September 30, 2023, a decrease of $6.6 million, or 100%. The decrease was primarily due to a decrease in revenue recognized under the Sobi License and the Astellas Agreement.

Grant revenue

During the three months ended September 30, 2024, we recognized $0.4 million of grant revenue. We received funding approval from NINDS during the three months ended June 30, 2024, and as such there was no grant revenue during the three months ended September 30, 2023.

Research and development expenses

For the three months ended September 30, 2024, our research and development expenses were $11.4 million, consisting of $4.5 million of manufacturing expenses, $2.2 million of clinical expenses and $4.7 million of research and other expenses, compared to $13.0 million for the three months ended September 30, 2023, consisting of $2.3 million of manufacturing expenses, $4.9 million of clinical expenses and $5.8 million of research and other expenses, a decrease of $1.6 million, or 12%. The decrease in cost primarily resulted from reductions in clinical expenses.

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General and administrative expenses

For the three months ended September 30, 2024, our general and administrative expenses were $6.6 million compared to $6.6 million for the three months ended September 30, 2023, remaining consistent.

Investment income

Investment income for the three months ended September 30, 2024 was $2.6 million, compared to $1.3 million for the three months ended September 30, 2023. The increase in investment income was due to increased investment balance.

Foreign currency transaction gain (loss)

We recognized de minimis foreign currency fluctuations during each of the three months ended September 30, 2024 and 2023.

Interest expense

We recognized no interest expense for the three months ended September 30, 2024, compared to $1.3 million for the three months ended September 30, 2023, representing interest expense and amortization of the carrying costs of our credit facilities and loss on extinguishment of debt during the three months ended September 30, 2023.

Change in fair value of warrant liabilities

For the three months ended September 30, 2024, we recognized $5.7 million of income from the decrease in the fair value of warrant liabilities, compared to $3.8 million of income from the decrease in the fair value of warrant liabilities for the three months ended September 30, 2023, an increase of $1.9 million, or 50%. Fair value of warrant liabilities was determined utilizing the Black-Scholes valuation methodology. The decrease in warrant value was primarily driven by a decrease in the per-share price of our common stock.

Change in fair value of contingent value right liability

For the three months ended September 30, 2024, we recognized $15.1 million of expense associated with the increase in the fair value of the CVR liability. The fair value of the CVR liability as of September 30, 2024 was determined utilizing a Monte Carlo simulation model. The decrease in the fair value of CVR liability was primarily due to decrease in interest rates and the passage of time. There was no CVR liability prior to the Merger and as such, no change in the fair value of the CVR liability is reflected in our unaudited consolidated financial statements for the three months ended September 30, 2023.

Change in fair value of forward contract liabilities

The remaining Series A Preferred Stock forward contract liability was settled during the three months ended March 31, 2024, and there was no Series A Preferred Stock forward contract liability prior to the Merger. As such, no change in the fair value of the Series A Preferred Stock forward contract liability is reflected in our unaudited consolidated financial statements for each of the three months ended September 30, 2024 and 2023.

Other income, net

During the three months ended September 30, 2024, we recognized other income, net of $0.3 million, compared to $0.3 million for the three months ended September 30, 2023.

Net loss

Net loss for the three months ended September 30, 2024 was $24.2 million as compared to net loss of $9.0 million for the three months ended September 30, 2023, a decrease of $15.2 million or 169%. The change was primarily due to expenses associated with the change in the fair value of the CVR liability and decreased revenue recognized under the Sobi License.

Comparison of the Nine Months Ended September 30, 2024 and 2023

Collaboration and license revenue

During the nine months ended September 30, 2024, we recognized $39.1 million of collaboration and license revenue, compared to $17.7 million for the nine months ended September 30, 2023, an increase of $21.4 million, or 121%. The increase was primarily due to an increase in revenue recognized under the Sobi License resulting from the $30.0 million unconstrained development milestone recognized during the nine months ended September 30, 2024 and an increase for revenue recognized under the Astellas Agreement upon notice of termination during the nine months ended September 30, 2024.

Grant revenue

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During the nine months ended September 30, 2024, we recognized $0.6 million of grant revenue. We received funding approval from NINDS during the nine months ended September 30, 2024, and as such there was no grant revenue during the nine months ended September 30, 2023.

Research and development expenses

For the nine months ended September 30, 2024, our research and development expenses were $33.8 million, consisting of $9.9 million of manufacturing expenses, $9.0 million of clinical expenses and $14.9 million of research and other expenses, compared to $49.4 million for the nine months ended September 30, 2023, consisting of $5.2 million of manufacturing expenses, $16.3 million of clinical expenses and $27.9 million of research and other expenses, a decrease of $15.6 million, or 32%. The decrease in cost primarily resulted from reductions in clinical expenses, expenses due to a one-time cash charge to salaries and benefits as a result of our headcount reduction in April 2023 and decreased contract license and milestone payments.

General and administrative expenses

For the nine months ended September 30, 2024, our general and administrative expenses were $23.0 million compared to $18.4 million for the nine months ended September 30, 2023, an increase of $4.6 million, or 25%. The increase in cost was primarily the result of expenses incurred for personnel expenses and professional fees incurred in connection with the Merger.

Investment income

Investment income for the nine months ended September 30, 2024 was $4.9 million, compared to $4.0 million for the nine months ended September 30, 2023. The increase in investment income was due to decreased investment balance.

Foreign currency transaction gain (loss)

We recognized de minimis foreign currency fluctuations during each of the nine months ended September 30, 2024 and 2023, respectively.

Interest expense

We recognized no interest expense for the nine months ended September 30, 2024, compared to $2.8 million for the nine months ended September 30, 2023, representing interest expense and amortization of the carrying costs of our credit facilities and loss on extinguishment of debt during the nine months ended September 30, 2023.

Change in fair value of warrant liabilities

For the nine months ended September 30, 2024, we recognized $2.8 million of income from the decrease in the fair value of warrant liabilities, compared to $6.0 million of income from the decrease in the fair value of warrant liabilities for the nine months ended September 30, 2023, a decrease of $3.2 million, or 53%. Fair value of warrant liabilities was determined utilizing the Black-Scholes valuation methodology. The decrease in warrant value was primarily driven by a decrease in the per-share price of our common stock.

Change in fair value of contingent value right liability

For the nine months ended September 30, 2024, we recognized $51.9 million of expense associated with the increase in the fair value of the CVR liability. The fair value of the CVR liability as of September 30, 2024 was determined utilizing a Monte Carlo simulation model. The increase in the fair value of CVR liability was primarily due to changes in the amount and timing of anticipated payments and the passage of time. There was no CVR liability prior to the Merger and as such, no change in the fair value of the CVR liability is reflected in our unaudited consolidated financial statements for the nine months ended September 30, 2023.

Change in fair value of forward contract liabilities

For the nine months ended September 30, 2024, we recognized $6.9 million of expense associated with the increase in the fair value of Series A Preferred Stock forward contract liabilities. The increase in Series A Preferred Stock value was primarily driven by an increase in the per-share price of our common stock since December 31, 2023 through settlement. The remaining Series A Preferred Stock forward contract liability was settled during the nine months ended September 30, 2024. There was no Series A Preferred Stock forward contract liability prior to the Merger and as such, no change in the fair value of the Series A Preferred Stock forward contract liability is reflected in our unaudited consolidated financial statements for the nine months ended September 30, 2023.

Other income, net

During the nine months ended September 30, 2024, we recognized other income, net of $1.1 million, compared to $0.8 million for the nine months ended September 30, 2023, an increase of $0.3 million, or 38%. The increase was primarily driven by sublease income.

Net loss

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Net loss for the nine months ended September 30, 2024 was $67.2 million as compared to net loss of $42.1 million for the nine months ended September 30, 2023, a decrease of $25.1 million or 60%. The change was primarily due to expenses associated with the change in the fair value of the CVR liability and Series A Preferred Stock forward contract liability, partially offset by revenue recognized under the Sobi License and decreased research and development expenses.

Liquidity and Capital Resources

Except for net income of $35.4 million for the year ended December 31, 2022, we have incurred recurring net losses since our inception. We expect that we will continue to incur losses and that such losses will increase for the foreseeable future. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, third-party funding, potential royalty and/or milestone monetization transactions and other collaborations and strategic alliances.

As of September 30, 2024, our cash, cash equivalents, and restricted cash were $220.9 million, of which $1.7 million was restricted cash related to lease commitments and $0.2 million was held by our Russian subsidiary designated solely for use in its operations.

In addition to our existing cash equivalents, we from time to time have received and may receive in the future research and development funding pursuant to our collaboration and license agreements. Currently, funding from payments under our collaboration agreements represent our only source of committed external funds.

The liability associated with the contingent value rights agreement, or CVR Agreement, entered into on December 6, 2023, will be settled solely through cash flow received under the Sobi License and any other Gross Proceeds (as such term is defined in the CVR Agreement) net of certain agreed deductions. Under the CVR Agreement, 100% of all milestone payments, royalties, and other amounts paid to us or our controlled entities under the Sobi License, and any other Gross Proceeds, in each case net of certain agreed deductions, will be distributed to holders of the CVRs. There is no contractual obligation for us to fund any amount related to the CVR liability.

Collaboration and License Agreements

In-licenses

In September 2023, we entered into a non-exclusive, sublicensable, worldwide, perpetual patent license agreement, or the Biogen Agreement, with Biogen MA, Inc., or Biogen, to research, develop, make, use, offer, sell and import products or processes containing or using an engineering T-cell modified with an mRNA comprising, or encoding a protein comprising, certain sequences licensed under the Biogen Agreement for the prevention, treatment, palliation and management of autoimmune diseases and disorders, excluding cancers, neoplastic disorders, and paraneoplastic disorders. We are not obligated to pay Biogen any expenses, fees, or royalties. For further description of the Biogen Agreement, see Note 15 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Effective September 2019, we entered into a nonexclusive, worldwide license agreement, or the NCI Agreement, with the U.S. Department of Health and Human Services, represented by the National Cancer Institute of the National Institutes of Health, or NCI. Under the NCI Agreement, we were granted a license under certain NCI patents and patent applications designated in the agreement, to make, use, sell, offer and import products and processes within the scope of the patents and applications licensed under the NCI Agreement when developing and manufacturing anti-BCMA CAR-T cell products for the treatment of MG, pemphigus vulgaris, and immune thrombocytopenic purpura according to methods designated in the NCI Agreement. In connection with our entry into the NCI Agreement, we paid to NCI a one-time $0.1 million license royalty payment. Under the NCI Agreement, we are further required to pay NCI a low five-digit annual royalty. We must also pay earned royalties on net sales in a low single-digit percentage and pay up to $0.8 million in benchmark royalties upon our achievement of designated benchmarks that are based on the commercial development plan agreed between the parties. For further description of the NCI Agreement, see Note 15 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

In October 2021, we and Ginkgo Bioworks Holdings, Inc., or Ginkgo, entered into a Collaboration and License Agreement, or the First Ginkgo Agreement, and paid Ginkgo a $0.5 million one-time upfront payment. In June 2022, we paid $0.5 million and issued 29,761 shares of our common stock then-valued at $1.0 million to Ginkgo for the achievement of certain preclinical milestones under the First Ginkgo Agreement. In January 2022, we entered into a Collaboration and License Agreement, or the Second Ginkgo Agreement, and paid Ginkgo a $1.5 million one-time upfront payment. In July 2023, we paid $1.0 million and issued 44,642 shares of our common stock then-valued at $1.5 million to Ginkgo for the achievement of certain preclinical milestones under the Second Ginkgo Agreement. For further description of the First Ginkgo Agreement and the Second Ginkgo Agreement, see Note 15 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

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Additionally, in October 2021, we entered into an Exclusive License Agreement with Genovis, or the Genovis Agreement, and paid Genovis a $4.0 million one-time upfront payment. In February 2023, as a result of the sublicense of Xork to Astellas, we made a $4.0 million payment to Genovis. In March 2024, we informed Genovis of our intent to terminate the Genovis Agreement, effective September 13, 2024. For further description of the Genovis Agreement, see Note 15 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

On September 7, 2021, we entered into a Collaboration and License Agreement, or the Cyrus Agreement, with Cyrus Biotechnology, Inc., or Cyrus, and purchased 2,326,934 shares of Cyrus’ Series B Preferred Stock, par value $0.0001 per share at a purchase price of $0.8595 per share for an aggregate purchase price of $2.0 million. In October 2023, we notified Cyrus of our termination of the Cyrus Agreement, effective December 29, 2023. For further description of the Cyrus Agreement, see Note 15 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Out-licenses

In January 2023, we entered into the Astellas Agreement with Astellas. Under this agreement, Astellas obtained the sole and exclusive right to commercialize Xork for use in Pompe disease in combination with an Astellas gene therapy investigational or authorized product, with a current focus on AT845. In connection with entry into this agreement, we received a $10 million upfront payment and are eligible to receive $340.0 million for certain additional development and commercial milestones plus royalties on any potential commercial sales where Xork is used as a pre-treatment for AT845. As a result of the sublicense of Xork to Astellas, we made a $4.0 million payment to Genovis in February 2023. The Astellas Agreement was terminated effective June 6, 2024. For further description of the Astellas Agreement, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report. Amounts paid and remaining obligations with regard to the Xork product candidate not reimbursed by Astellas through the Astellas Agreement are subject to potential reimbursement through deductions to CVR distributions as described in Note 5 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

On October 1, 2021, we entered into a License Agreement, or the Takeda Agreement, with Takeda Pharmaceuticals USA, Inc., or Takeda. We received a $3.0 million upfront payment and were entitled to receive up to $1.124 billion in future additional payments over the course of the partnership that were contingent on the achievement of development or commercial milestones or Takeda’s election to continue its activities at specified development stages. The Takeda Agreement was terminated effective July 25, 2023. For further description of the Takeda Agreement, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

In June 2020, we entered into the Sobi License. Sobi paid us a one-time, upfront payment of $75 million, and upon the closing of a private placement of our common stock to Sobi at a price of $138.468 per share, we received an additional $25 million from Sobi. We are eligible to receive $630 million in milestone payments upon the achievement of various development and regulatory milestones and sales thresholds for annual net sales of SEL-212, and tiered royalty payments ranging from the low double digits on the lowest sales tier to the high teens on the highest sales tier. Sobi has agreed to fund the Phase 3 clinical program of SEL-212, which commenced in September 2020. In July 2022, we received $10.0 million for the completion of the enrollment of the DISSOLVE II trial. In July 2024, we received $30.0 million for the milestone associated with the initiation of a rolling biologics license application to the FDA for SEL-212 for the potential treatment of chronic refractory gout by Sobi. Proceeds from milestone payments and royalties on sales of SEL-212, if any, are required to be distributed, net of certain agreed deductions, to holders of the CVRs. For further description of the Sobi License, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Additionally, in June 2020, we and Sarepta Therapeutics, Inc., or Sarepta, entered into a Research License and Option Agreement, or the Sarepta Agreement. Sarepta paid us a $2.0 million upfront payment upon closing and $3.0 million for the achievement of certain pre-clinical milestones in June 2021. In August 2022, we received a payment of $2.0 million in exchange for a nine-month extension to Sarepta's options to both Duchenne muscular dystrophy and certain limb-girdle muscular dystrophies and a payment of $4.0 million for the achievement of certain non-clinical milestones. In March 2023, we were notified by Sarepta that Sarepta would not be exercising its exclusive option under the Sarepta Agreement. The Sarepta Agreement terminated upon the expiration of the option in March 2023. For further description of the Sarepta Agreement, see Note 13 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Financings

On October 25, 2021, we entered into a Sales Agreement, or the 2021 Sales Agreement, with Leerink Partners LLC, or Leerink Partners (and then known as SVB Leerink LLC), to sell shares of our common stock, from time to time, through an “at the market” equity offering program under which Leerink Partners will act as sales agent. The shares of common stock sold pursuant to the 2021 Sales Agreement, if any, would be issued and sold pursuant to a registration statement filed with the Securities and Exchange Commission, or SEC, for remaining aggregate gross sales proceeds of up to $51.0 million.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, we sold no shares of our common stock pursuant to the 2021 Sales Agreement. During the year ended December 31, 2022, we sold 25,818 shares of our

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common stock pursuant to the 2021 Sales Agreement for aggregate net proceeds of $2.1 million, after deducting commissions and other transaction costs.

On November 13, 2023, we entered into the Securities Purchase Agreement with (i) Dr. Timothy A. Springer, a member of our Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, a co-founder and the former chief executive officer of Old Cartesian, who joined our Board of Directors effective immediately after the effective time of the Merger, providing for the November 2023 Private Placement. In the November 2023 Private Placement, we issued and sold an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of $60.25 million, of which 50,189.789 shares of Series A Preferred Stock were issued and sold in the year ended December 31, 2023 for gross proceeds of $20.25 million, and 99,140.326 shares of Series A Preferred Stock were issued and sold during the nine months ended September 30, 2024 for gross proceeds of $40.0 million.

On July 2, 2024, we entered into the July 2024 Purchase Agreement for the July 2024 Private Placement with the Purchasers. In the July 2024 Private Placement, we issued and sold an aggregate of 3,563,247 shares of common stock and 2,937,903 shares of Series B Preferred Stock for which we generated gross proceeds of approximately $130.0 million.

Indebtedness

We previously maintained a term loan of up to $35.0 million, of which $25.0 million was funded in August 2020. In September 2023, we entered into a payoff letter with Oxford Finance LLC and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for SVBB (as successor to Silicon Valley Bank)), the lenders under the term loan, pursuant to which we paid all outstanding amounts under such term loan, together with accrued interest and a prepayment penalty, resulting in the full extinguishment of such term loan. The total payoff amount was $22.3 million, consisting of the remaining principal amount due of $19.8 million, the final payment fee of $2.3 million, the prepayment penalty of $0.2 million, and less than $0.1 million of accrued interest.

If in the future we seek debt financing, the terms of such debt could restrict our operating and financial flexibility by imposing liens on our assets and covenants on the operation of our business.

Future funding requirements

As of the date of this Quarterly Report, we have not generated any revenue from product sales. We do not know when, or if, we will generate revenue from product sales. We will not generate significant revenue from product sales unless and until we obtain regulatory approval and commercialize one of our current or future product candidates. Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, third-party clinical research and development services, laboratory and related supplies, clinical costs, legal and other regulatory expenses, milestone and royalty payments for in-licenses, and general overhead costs. We expect that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. We are subject to risks in the development of our products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We expect that we will need substantial additional funding to support our continuing operations.

As of September 30, 2024, we had an accumulated deficit of $681.8 million. We anticipate operating losses to continue for the foreseeable future due to, among other things, costs related to research, development of our product candidates, conducting preclinical studies and clinical trials, and our administrative organization. We will require substantial additional financing to fund our operations and to continue to execute our strategy, and we will pursue a range of options to secure additional capital.

We regularly evaluate various potential sources of additional funding such as strategic collaborations, license agreements, debt issuance, potential royalty and/or milestone monetization transactions and the issuance of equity instruments to fund our operations. If we raise additional funds through strategic collaborations and alliances, which may include existing collaboration partners, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. To the extent that we raise additional capital through the sale of equity instruments, the ownership interest of our existing stockholders will be diluted, and other preferences may be necessary that adversely affect the rights of existing stockholders.

We believe that our existing cash, cash equivalents, and restricted cash as of September 30, 2024, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We may pursue additional cash resources through public or private equity or debt financings, by establishing collaborations with other companies or through the monetization of potential royalty and/or milestone payments pursuant to our existing collaboration and license arrangements. Management’s expectations with respect to our ability to fund current and long-term planned operations are based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, we may need to seek additional strategic or financing opportunities sooner than would otherwise be expected. However, there is no guarantee that any of these strategic or financing opportunities will be executed on favorable terms, and some could be dilutive

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to existing stockholders. If we are unable to obtain additional funding on a timely basis, we may be forced to significantly curtail, delay, or discontinue one or more of our planned research or development programs or be unable to expand our operations, meet long-term obligations or otherwise capitalize on our commercialization of our product candidates.

Our future capital requirements will depend on many factors, including:

•the scope, progress, results and costs of our clinical trials, preclinical development, manufacturing, laboratory testing and logistics;

•the number of product candidates that we pursue and the speed with which we pursue development;

•our headcount growth and associated costs;

•the costs, timing and outcome of regulatory review of our product candidates;

•the costs and timing of future commercialization activities, including manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval;

•the revenue, if any, from commercial sales of our product candidates for which we receive marketing approval;

•the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;

•the effect of competing technological and market developments; and

•the extent to which we acquire or invest in businesses, products and technologies, including entering into licensing or collaboration arrangements for product candidates.

Cash Requirements due to Contractual Obligations and Other Commitments

We are under agreement to lease approximately 32,294 square feet of laboratory and office space in Watertown, Massachusetts through May 2028. Remaining lease payments from September 30, 2024 through the end of the lease term total approximately $10.3 million. Payments made and remaining obligations on this lease liability are subject to potential reimbursement through deductions to CVR distributions as described in Note 5 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

In November 2023, in connection with the Merger, we acquired two leases for office and laboratory space in Gaithersburg, Maryland, which expire in January 2027. Annualized rent is approximately $0.3 million and remaining lease payments total $0.8 million through the end of the lease term.

In February 2024, we entered into an agreement to lease approximately 19,199 square feet of integrated manufacturing and office space in Fredericksburg, Maryland. In May 2024, we entered into an amendment to lease an additional approximately 7,842 square feet. In August 2024, we entered into a second amendment to lease an additional approximately 2,009 square feet. The leases expire coterminously in June 2031. Annualized base rent under the leases is approximately $1.2 million and is subject to annual increases in accordance with the terms of the lease agreement. The leases provide for a tenant improvement allowance of $0.8 million. Remaining lease payments total $8.4 million through the end of the lease term.

We are also party to certain license and collaboration agreements with Biogen, NCI, and Shenyang Sunshine Pharmaceutical Co., Ltd., or 3SBio. We may be obligated to make certain future payments which are contingent upon future events such as our achievement of specified regulatory and commercial milestones, or royalties on net product sales under these agreements. As of September 30, 2024, we were unable to estimate the timing or likelihood of achieving these milestones or generating future product sales. Payments made and remaining obligations on the license agreement with 3SBio are subject to potential reimbursement through deductions to CVR distributions as described in Note 5 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

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Summary of Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
(In thousands)		2024		2023
Cash (used in) and provided by:
Operating activities		$	(16,672)	$	(27,875)
Investing activities		(8,388)		28,112
Financing activities		167,645		(27,226)
Effect of exchange rate changes on cash		(6)		(69)
Net change in cash, cash equivalents, and restricted cash		$	142,579	$	(27,058)

Operating activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $16.7 million compared to $27.9 million for the nine months ended September 30, 2023. The decrease in cash used in operating activities of $11.2 million was primarily due to $4.0 million of net loss, adjusted for non-cash items, and approximately $12.7 million cash used in changes in operating assets and liabilities for the nine months ended September 30, 2024 compared to $36.8 million of net loss, adjusted for non-cash items, and approximately $8.9 million cash provided by changes in operating assets and liabilities for the nine months ended September 30, 2023.

Investing activities

Net cash used in investing activities for the nine months ended September 30, 2024 was $8.4 million compared to net cash provided by investing activities of $28.1 million for the nine months ended September 30, 2023, a decrease of $36.5 million. The net cash used in investing activities for the nine months ended September 30, 2024 consisted primarily of purchases of property and equipment. The net cash provided by investing activities for the nine months ended September 30, 2023 was primarily proceeds from the maturities of marketable securities offset by purchases of property and equipment.

Financing activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $167.6 million compared to net cash used in financing activities of $27.2 million for the nine months ended September 30, 2023, an increase of $194.8 million. The net cash provided by financing activities in the nine months ended September 30, 2024 was primarily the result of proceeds of the July 2024 Private Placement and the November 2023 Private Placement. The net cash used in financing activities in the nine months ended September 30, 2023 was primarily the result of repayments of principal on outstanding debt offset by proceeds from issuance of common stock under the Employee Stock Purchase Plan.

Recent Accounting Pronouncements

For a discussion of recently adopted or issued accounting pronouncements please see Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Off-Balance Sheet Arrangements

As of September 30, 2024, we did not have any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Use of Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions. During the three and nine months ended September 30, 2024, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2023.

Smaller Reporting Company

We qualify as a “smaller reporting company” under the rules of the Securities Act and the Exchange Act. As a result, we may choose to take advantage of certain scaled disclosure requirements available specifically to smaller reporting companies. We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate market value of our common stock held by non-affiliated persons and entities, or our public float, is more than $700 million as of the last business day of our most recently completed second fiscal quarter, or until the fiscal year following the year in which we have at least

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$100 million in revenue and at least $250 million in public float as of the last business day of our most recently completed second fiscal quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates. As of September 30, 2024 and December 31, 2023, we had cash, cash equivalents, and restricted cash of $220.9 million and $78.3 million, respectively, consisting of non-interest and interest-bearing money market accounts. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Due to the short-term and the low risk profile of our money market accounts and marketable securities, and our current policy to hold marketable securities to maturity, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our cash equivalents or short-term marketable securities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2024 because of the material weakness in internal control over financial reporting discussed below.

Material Weakness

As a result of its review of the internal control procedures for the year ended December 31, 2023, management identified a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. There are no material accounting errors or omissions within the consolidated financial statements as a result of this material weakness. Management concluded that it did not design and implement effective internal controls specifically related to the documentation of the assumptions supporting the valuation of the in-process intangible assets in connection with the Old Cartesian material business combination and the initial and ongoing contingent value right obligation issued at the time to legacy Selecta stockholders. This includes a lack of sufficient documentation to provide evidence of the associated management review controls.

Remediation Plans for Material Weakness in Internal Control over Financial Reporting

We are committed to maintaining a strong internal control environment. In response to the identified material weakness above, we, with the oversight of the Audit Committee, intend to take comprehensive actions to remediate the material weakness in internal control over financial reporting. We expect to re-evaluate the scope and level of precision for conducting and documenting the reviews over significant acquisitions and contingent value rights including the review of prospective financial information used in valuation reports produced by third-party specialists supporting the accounting for business combinations and contingent value rights. The remediation efforts are intended both to address the identified material weakness and to enhance our overall financial control environment.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. GAAP. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

See the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes from the risk factors previously disclosed in such filings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the quarter ended September 30, 2024, no director or officer adopted or terminated any contract, instrument or written plan for the purchase or sale of Cartesian securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
2.1*	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.	8-K	001-37798	2.1	11/13/2023
3.1(a)	Restated Certificate of Incorporation of Selecta Biosciences, Inc.	8-K	001-37798	3.1	6/29/2016
3.1(b)	Certificate of Amendment to the Restated Certificate of Incorporation of Selecta Biosciences, Inc., dated June 21, 2022	8-K	001-37798	3.1	6/21/2022
3.1(c)	Certificate of Amendment to the Restated Certificate of Incorporation of Selecta Biosciences, Inc., dated November 13, 2023	8-K	001-37798	3.3	11/13/2023
3.1(d)	Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Cartesian Therapeutics, Inc., dated March 28, 2024.	8-K	001-37798	3.2	3/28/2024
3.2	Amended and Restated By-laws of Cartesian Therapeutics, Inc.	10-Q	001-37798	3.2	11/13/2023
4.1(a)	Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock	8-K	001-37798	3.4	11/13/2023
4.1(b)	Certificate of Amendment to the Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, dated March 26, 2024.	8-K	001-37798	3.1	3/28/2024
4.2	Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock	8-K	001-37798	3.1	7/2/2024


10.1†	Second Amendment to Lease Agreement by and between 7495 RP, LLC and Cartesian Therapeutics, Inc. dated August 30, 2024	-	-	-	Filed herewith
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	Filed herewith
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	-	-	-	Furnished herewith
101.INS	Inline XBRL Instance Document (the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)	-	-	-	Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	-	-	-	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	-	-	-	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	-	-	-	Filed herewith

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101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	-	-	-	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	-	-	-	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	-	-	-	Filed herewith

* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

† Certain confidential information contained in this exhibit, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the information (i) is not material and (ii) is the type of information that the Company both customarily and actually treats as private and confidential.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.


	CARTESIAN THERAPEUTICS, INC.

Date: November 7, 2024	By:	/s/ Carsten Brunn, Ph.D.
		Carsten Brunn, Ph.D.
		President and Chief Executive Officer, and Director
		(Principal Executive Officer)


Date: November 7, 2024	By:	/s/ Blaine Davis
		Blaine Davis
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into this 30th day of August, 2024 (“Effective Date”), by and between 7495 RP, LLC, a Maryland limited liability company, having an address at 5377 Jackson Mountain Road, Frederick, Maryland 21702 (“Landlord”), and CARTESIAN THERAPEUTICS, INC., a Delaware corporation, having a headquarters address at 704 Quince Orchard Road (Suite 140), Gaithersburg, Maryland 20878 (“Tenant”).

RECITALS

This Second Amendment is made and entered with respect to the following:

R-1. Landlord and Tenant are the current parties to that certain Lease dated February 28, 2024 as amended by that First Amendment to Lease Agreement dated May 7, 2024 (together, the “Lease”), pursuant to which Landlord has agreed to lease to Tenant approximately 27,041 square feet of Rentable Area on the first floor (the “Existing Premises”) of the building located at 7495 New Horizon Way, Frederick, Maryland 21702 (“Building”).

R-2. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord on the terms set forth herein, in addition to the Existing Premises, approximately 2,009 square feet of Rentable Area designated as Suite 210 (the “Second Expansion Premises”) located on the second (2nd) floor of the Building. The Second Expansion Premises is more particularly shown on Exhibit “A” which is attached hereto and made a part hereof.

R-3. Landlord and Tenant desire to expand the Existing Premises to include the Second Expansion Premises, and to otherwise modify the Lease as set forth herein in this Second Amendment.

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Landlord and Tenant, Landlord and Tenant covenant and agree as follows:

1. RECITALS; CAPITALIZED TERMS. The above-mentioned Recitals are incorporated herein by this reference as though fully set forth at length. Capitalized terms used in this Second Amendment but not defined herein shall have the meanings ascribed to them in the Lease.

2. TERM. The term of the Lease with respect to the Second Expansion Premises (“Expansion Premises Term”) shall commence as of September 1, 2024 (the “Second Expansion Premises Lease Commencement Date”) and shall expire at the expiration of the Term of the Lease (it being the intent of the parties that the term of Tenant’s leasing of the Existing Premises and the term of Tenant’s leasing of the Second Expansion Premises shall be coterminous). The first “Second Expansion Premises Lease Year” (or “SEPLY”) shall commence on the Second Expansion Premises Commencement Date and shall end on the last day of the first Lease Year (as defined in Section 1.1 of the Lease). Each subsequent year shall be coterminous with the corresponding Lease Year as provided for in the Lease.

3. DELIVERY.

(a) Tenant shall accept the Second Expansion Premises in its “as is” condition on the Second Expansion Premises Commencement Date. Tenant has had an opportunity to inspect the Second Expansion Premises and has determined that the same is sufficient for Tenant’s use thereof. Notwithstanding the foregoing, Landlord shall repair with reasonable promptness any latent defects in said Building systems reported by Tenant to Landlord in writing within 360 days of the Expansion Premises Lease Commencement Date. If identified in writing, Landlord shall, at Landlord’s sole cost and expense, commence to repair or replace said item(s) within a commercially-reasonable period of time following receipt of such notice.

(b) If Landlord does not deliver possession of the Second Expansion Premises on the Second Expansion Premises Commencement Date or any other date targeted therefor, Landlord shall not have any liability whatsoever to Tenant on account of such failure to deliver possession of the Second Expansion Premises to Tenant and neither this Second Amendment nor the Lease shall be rendered void or voidable as a result of such delay. However, under such circumstances, the Second Expansion Premises Commencement Date shall be postponed until Landlord has delivered possession of the Second Expansion Premises to Tenant.

4. PREMISES. Beginning on the Second Expansion Premises Commencement Date, Tenant shall lease the Second Expansion Premises from Landlord subject to the terms of the Lease, as modified hereby. Notwithstanding any provision of the Lease to the contrary, from and after the Second Expansion Premises Commencement Date, except where there is a conflict with the terms of this Second Amendment, the “Premises,” as such term is used in the Lease, shall include the Existing Premises and the Second Expansion Premises, containing a total of approximately 29,050 square feet of Rentable Area. The Premises (including the Existing Premises and the Second Expansion Premises) shall be known as 7495 New Horizon Way, Suites 130, 140, 150, 210, 220 and 230, Frederick, Maryland 21702. As of the Effective Date, Section 2.21(b) of the Lease is hereby amended to replace “thirty-six and five tenths percent (36.5%)” with “thirty-nine and sixteen hundredths percent (39.16%).”

5. RENT.

(a) Second Expansion Premises Annual Rent. In addition to the Base Rent with respect to the Existing Premises, Tenant shall pay to Landlord Base Rent with respect to the Second Expansion Premises (“Second Expansion Premises Base Rent”) as follows:


Lease Year	Annual Rent	Monthly Base Rent	Rent Per Square Foot
SEPLY-end of 1st Lease Year*	$64,288.00	$5,357.33	$32.00
2	$66,216.64	$5,518.05	$32.96


Lease Year	Annual Rent	Monthly Base Rent	Rent Per Square Foot
3	$68,205.55	$5,683.80	$33.95
4	$70,254.73	$5,854.56	$34.97
5	$72,364.18	$6,030.35	$36.02
6	$74,533.90	$6,211.16	$37.10
7	$76,763.89	$6,396.99	$38.21

*This period may be less than twelve full calendar months

The foregoing Base Rent for the Second Expansion Premises shall be paid by Tenant to Landlord in accordance with the terms of the Lease, commencing on the Second Expansion Premises Lease Commencement Date.

(b) Additional Rent. Tenant shall pay all Additional Rent for the Second Expansion Premises as required pursuant to the terms of the Lease, including, but not limited to, Section 2 thereof.

6. SECURITY DEPOSIT. The parties acknowledge that Landlord is currently holding a security deposit in the amount of $292,245.25. Simultaneously with the execution and delivery of this Second Amendment, Tenant shall deposit with Landlord an additional security deposit in the amount of $16,071.99 (which amount represents three (3) months of Base Rent for the Second Expansion Premises). Landlord shall hold, apply and disburse the entire security deposit (i.e., $308,317.24) in accordance with the applicable provisions of the Lease concerning the Security Deposit.

7. REPRESENTATIONS.

A. To induce Landlord to enter into this Second Amendment, Tenant hereby represents and warrants to Landlord that as of the date of this Second Amendment:

(a) Tenant has not assigned the Lease or sublet any portion of the Existing

Premises;

(b) The Lease is unmodified (except as otherwise expressly set forth to the

contrary in this Second Amendment) and is in full force and effect;

(c) Tenant has no claims against Landlord arising under or in connection with the Lease, and Tenant has no set off or defenses against the enforcement of any right or remedy of Landlord under the Lease; and

(d) Landlord is not in default of any of its obligations under the Lease and no event has occurred and no condition exists which, with the giving of notice or the lapse of time, or both, will constitute a default by Landlord under the Lease.

B. Landlord hereby represents and warrants to Tenant as of the date of this Second Amendment:

(a) The Lease is unmodified (except as otherwise expressly set forth to the contrary in this Second Amendment) and is in full force and effect; and

(b) To Landlord’s knowledge, Tenant is not in default of any of its obligations under the Lease and no event has occurred and no condition exists which, with the giving of notice or the lapse of time, or both, will constitute a default by Tenant under the Lease.

8. RATIFICATION. Unless a term or condition of the Lease is expressly contradicted by the terms of this Second Amendment or modified hereby, all terms and conditions of the Lease shall remain in full force and effect and continue to bind Landlord and Tenant. In the event that a term of this Second Amendment is fundamentally inconsistent with a term of the Lease, the terms of this Second Amendment shall control. The terms of the Lease, as modified hereby, are ratified and affirmed by the parties.

9. ENTIRE AGREEMENT. This Second Amendment constitutes the entire agreement of the parties with respect to the subject matter addressed herein. No terms, conditions, representations, warranties, promises, or understandings, of any nature whatsoever, express or implied, have been made or relied upon by any party hereto. This Second Amendment may not be modified, waived, discharged or terminated other than by a writing executed by the parties hereto.

10. BROKER. Landlord and Tenant each represent and warrant to the other that it has not employed any broker, agent or finder with regard to this Second Amendment, other than Scheer Partners, Inc. which shall be paid by Landlord pursuant to a separate agreement. Each party hereby indemnifies and holds harmless the other for any other claims relating to commissions or brokerage fees arising from a breach of the foregoing representation and warranty.

11. BINDING EFFECT; MERGER. The terms and provisions of this Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns under the Lease. Notwithstanding anything herein to the contrary, in the event Landlord obtains a judgment against Tenant in connection with the Lease, the Lease shall not merge into the judgment.

12. COUNTERPARTS; ELECTRONIC SIGNATURES. This Second Amendment

may be executed in multiple counterparts each of which counterparts shall be deemed an original and all of which counterparts collectively shall constitute one and the same document. The parties agree that the signatures of the person executing this Second Amendment may be transmitted via electronic means and shall be sufficient evidence of the execution of this Second Amendment.

13. GOVERNING LAW. This Second Amendment shall be governed by and

·interpreted under the laws of the State of Maryland.

14. AUTHORITY. Each individual executing this Second Amendment hereby represents and warrants that she or he has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf she or he is executing this Second

Amendment to the terms hereof. The parties have read and understood this Second Amendment and have had the opportunity to consult with legal counsel with respect hereto.

[Signature Page Follows]

[Signature Page to Second Amendment to Lease Agreement]

IN WITNESS WHEREOF, each party hereto has executed and ensealed this Second Amendment to Lease Agreement or caused it to be executed and ensealed on its behalf by its duly authorized representatives, the day and year first written above.


LANDLORD:

7495 RP, LLC

By:	/s/ William C. Robertson
	Name:	William C. Robertson
	Title:	Manager


TENANT:

CARTESIAN THERAPEUTICS, INC.

By:	/s/ Blaine Davis
	Name:	Blaine Davis
	Title:	CFO

EXHIBIT “A” EXPANSION PREMISES

[***]

Exhibit 31.1

CERTIFICATIONS

I, Carsten Brunn, Ph.D., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cartesian Therapeutics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



November 7, 2024						/s/ Carsten Brunn, Ph.D.
						Carsten Brunn, Ph.D.
						President and Chief Executive Officer, and Director
						(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Blaine Davis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cartesian Therapeutics, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



November 7, 2024						/s/ Blaine Davis
						Blaine Davis
						Chief Financial Officer
						(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Cartesian Therapeutics, Inc. (the “Company”) for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:

1. The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



November 7, 2024						/s/ Carsten Brunn, Ph.D.
						Carsten Brunn, Ph.D.
						President and Chief Executive Officer, and Director
						(Principal Executive Officer)



November 7, 2024						/s/ Blaine Davis
						Blaine Davis
						Chief Financial Officer
						(Principal Financial Officer)

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-37798
Entity Registrant Name	Cartesian Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1622110
Entity Address, Address Line One	7495 New Horizon Way
Entity Address, City or Town	Frederick
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21703
City Area Code	301
Local Phone Number	348-8698
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RNAC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Smaller Reporting Company	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,414,898
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001453687

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 219,198	$ 76,911
Accounts receivable	4,829	5,870
Unbilled receivables	980	2,981
Prepaid expenses and other current assets	4,129	4,967
Total current assets	229,136	90,729
Non-current assets:
Property and equipment, net	10,225	2,113
Right-of-use asset, net	13,523	10,068
In-process research and development assets	150,600	150,600
Goodwill	48,163	48,163
Long-term restricted cash	1,669	1,377
Investments	2,000	2,000
Total assets	455,316	305,050
Current liabilities:
Accounts payable	517	3,150
Accrued expenses and other current liabilities	9,452	15,572
Lease liability	2,770	2,166
Deferred revenue	0	2,311
Warrant liabilities	5	720
Contingent value right liability	8,661	15,983
Forward contract liabilities	0	28,307
Total current liabilities	21,405	68,209
Non-current liabilities:
Lease liability, net of current portion	11,881	8,789
Deferred revenue, net of current portion	0	3,538
Warrant liabilities, net of current portion	3,586	5,674
Contingent value right liability, net of current portion	401,839	342,617
Deferred tax liabilities, net	15,853	15,853
Total liabilities	454,564	444,680
Commitments and contingencies (Note 18)
Series A Preferred Stock, $0.0001 par value; no and 548,375 shares authorized as of September 30, 2024 and December 31, 2023, respectively; no and 435,120.513 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0	296,851
Options for Series A Preferred Stock	0	3,703
Stockholders’ deficit:
Preferred stock, value, issued	0	0
Common stock, $0.0001 par value; 350,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 23,896,525 and 5,397,597 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	2	1
Additional paid-in capital	687,174	179,062
Accumulated deficit	(681,818)	(614,647)
Accumulated other comprehensive loss	(4,606)	(4,600)
Total stockholders’ equity (deficit)	752	(440,184)
Total liabilities, convertible preferred stock, and stockholders’ deficit	455,316	305,050
Series A Preferred Stock
Stockholders’ deficit:
Preferred stock, value, issued	0	0
Series B Preferred Stock
Stockholders’ deficit:
Preferred stock, value, issued	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized (in shares)	0	548,375
Temporary equity, shares outstanding (in shares)	0	435,120.513
Temporary equity, shares issued (in shares)	0	435,120.513
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	9,381,617.247	9,451,625
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares issued (in shares)	23,896,525	5,397,597
Common stock, shares outstanding (in shares)	23,896,525	5,397,597
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	180,455.753	0
Preferred stock, shares issued (in shares)	166,341.592	0
Preferred stock, shares outstanding (in shares)	166,341.592	0
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	437,927	0
Preferred stock, shares issued (in shares)	437,927	0
Preferred stock, shares outstanding (in shares)	437,927	0

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Collaboration and license revenue	$ 0	$ 6,551	$ 39,111	$ 17,738
Grant revenue	387	0	561	0
Total revenue	387	6,551	39,672	17,738
Operating expenses:
Research and development	11,400	13,002	33,799	49,408
General and administrative	6,562	6,614	23,039	18,414
Total operating expenses	17,962	19,616	56,838	67,822
Operating loss	(17,575)	(13,065)	(17,166)	(50,084)
Investment income	2,573	1,299	4,932	4,024
Foreign currency transaction, net	0	(3)	0	39
Interest expense	0	(1,273)	0	(2,833)
Change in fair value of warrant liabilities	5,669	3,787	2,803	6,049
Change in fair value of contingent value right liability	(15,100)	0	(51,900)	0
Change in fair value of forward contract liabilities	0	0	(6,890)	0
Other income, net	250	253	1,050	753
Net loss	(24,183)	(9,002)	(67,171)	(42,052)
Other comprehensive income (loss):
Foreign currency translation adjustment	(15)	(20)	(6)	(69)
Unrealized gain on marketable securities	0	0	0	11
Total comprehensive income (loss)	(24,198)	(9,022)	(67,177)	(42,110)
Net loss	$ (24,183)	$ (9,002)	$ (67,171)	$ (42,052)
Net loss per share:
Basic (in dollars per share)	$ (1.13)	$ (1.74)	$ (4.61)	$ (8.20)
Diluted (in dollars per share)	$ (1.13)	$ (1.74)	$ (4.61)	$ (8.20)
Weighted-average common shares outstanding:
Basic (in shares)	21,471,408	5,160,150	14,561,613	5,129,030
Diluted (in shares)	21,471,408	5,160,150	14,561,613	5,129,030

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Preferred stock Series A Preferred Stock	Preferred stock Series B Preferred Stock	Common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2022				5,101,459
Beginning balance at Dec. 31, 2022	$ 93,828			$ 1	$ 493,322	$ (394,937)	$ (4,558)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock under Employee Stock Purchase Plan (in shares)				3,584
Issuance of common stock under Employee Stock Purchase Plan	149				149
Issuance of vested restricted stock units (in shares)				9,226
Stock-based compensation expense	2,276				2,276
Currency translation adjustment	(22)						(22)
Unrealized gain on marketable securities	11						11
Net loss (income)	(21,663)					(21,663)
Ending balance (in shares) at Mar. 31, 2023				5,114,269
Ending balance at Mar. 31, 2023	74,579			$ 1	495,747	(416,600)	(4,569)
Beginning balance (in shares) at Dec. 31, 2022				5,101,459
Beginning balance at Dec. 31, 2022	93,828			$ 1	493,322	(394,937)	(4,558)
Increase (Decrease) in Stockholders' Equity
Currency translation adjustment	(69)
Unrealized gain on marketable securities	11
Net loss (income)	(42,052)
Ending balance (in shares) at Sep. 30, 2023				5,161,825
Ending balance at Sep. 30, 2023	60,329			$ 1	501,933	(436,989)	(4,616)
Beginning balance (in shares) at Mar. 31, 2023				5,114,269
Beginning balance at Mar. 31, 2023	74,579			$ 1	495,747	(416,600)	(4,569)
Increase (Decrease) in Stockholders' Equity
Issuance of vested restricted stock units (in shares)				20
Stock-based compensation expense	2,283				2,283
Currency translation adjustment	(27)						(27)
Net loss (income)	(11,387)					(11,387)
Ending balance (in shares) at Jun. 30, 2023				5,114,289
Ending balance at Jun. 30, 2023	65,448			$ 1	498,030	(427,987)	(4,596)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock under Employee Stock Purchase Plan (in shares)				2,587
Issuance of common stock under Employee Stock Purchase Plan	82				82
Issuance of vested restricted stock units (in shares)				307
Issuance of common stock, license agreement (in shares)				44,642
Issuance of common stock, license agreement	1,500				1,500
Stock-based compensation expense	2,321				2,321
Currency translation adjustment	(20)						(20)
Unrealized gain on marketable securities	0
Net loss (income)	(9,002)					(9,002)
Ending balance (in shares) at Sep. 30, 2023				5,161,825
Ending balance at Sep. 30, 2023	$ 60,329			$ 1	501,933	(436,989)	(4,616)
Beginning balance (in shares) at Dec. 31, 2023	435,120.513
Beginning balance at Dec. 31, 2023	$ 296,851
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series A Preferred Stock in connection with private placement and settlement of related forward contract (in shares)	99,140.326
Issuance of Series A Preferred Stock in connection with private placement and settlement of related forward contract	$ 75,197
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity (in shares)	(534,260.839)
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity	$ (372,048)
Ending balance (in shares) at Mar. 31, 2024	0
Ending balance at Mar. 31, 2024	$ 0
Beginning balance at Dec. 31, 2023	3,703
Increase (Decrease) In Temporary Equity, Option, Roll Forward [Roll Forward]
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity	(3,703)
Ending balance at Mar. 31, 2024	$ 0
Beginning balance (in shares) at Dec. 31, 2023	5,397,597	0	0	5,397,597
Beginning balance at Dec. 31, 2023	$ (440,184)	$ 0	$ 0	$ 1	179,062	(614,647)	(4,600)
Increase (Decrease) in Stockholders' Equity
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity (in shares)		534,260.839
Transfer of Series A Preferred Stock and options for Series A Preferred Stock to permanent equity	375,751				375,751
Issuance of common stock upon exercise of options (in shares)				52,558
Issuance of common stock upon exercise of options	154				154
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)				65,681
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock	2,877				2,877
Stock-based compensation expense	1,431				1,431
Currency translation adjustment	(5)						(5)
Net loss (income)	(56,824)					(56,824)
Ending balance (in shares) at Mar. 31, 2024		534,260.839	0	5,515,836
Ending balance at Mar. 31, 2024	$ (116,800)	$ 0	$ 0	$ 1	559,275	(671,471)	(4,605)
Beginning balance (in shares) at Dec. 31, 2023	435,120.513
Beginning balance at Dec. 31, 2023	$ 296,851
Ending balance (in shares) at Sep. 30, 2024	0
Ending balance at Sep. 30, 2024	$ 0
Beginning balance at Dec. 31, 2023	3,703
Ending balance at Sep. 30, 2024	$ 0
Beginning balance (in shares) at Dec. 31, 2023	5,397,597	0	0	5,397,597
Beginning balance at Dec. 31, 2023	$ (440,184)	$ 0	$ 0	$ 1	179,062	(614,647)	(4,600)
Increase (Decrease) in Stockholders' Equity
Currency translation adjustment	(6)
Unrealized gain on marketable securities	0
Net loss (income)	$ (67,171)
Ending balance (in shares) at Sep. 30, 2024	23,896,525	166,341.592	437,927	23,896,525
Ending balance at Sep. 30, 2024	$ 752	$ 0	$ 0	$ 2	687,174	(681,818)	(4,606)
Beginning balance (in shares) at Mar. 31, 2024	0
Beginning balance at Mar. 31, 2024	$ 0
Ending balance (in shares) at Jun. 30, 2024	0
Ending balance at Jun. 30, 2024	$ 0
Beginning balance at Mar. 31, 2024	0
Ending balance at Jun. 30, 2024	0
Beginning balance (in shares) at Mar. 31, 2024		534,260.839	0	5,515,836
Beginning balance at Mar. 31, 2024	(116,800)	$ 0	$ 0	$ 1	559,275	(671,471)	(4,605)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of options (in shares)				36,451
Issuance of common stock upon exercise of options	120				120
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)		(367,919.247)		12,263,951
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock	0			$ 1	(1)
Equity offering costs	(219)				(219)
Stock-based compensation expense	1,591				1,591
Currency translation adjustment	14						14
Net loss (income)	13,836					13,836
Ending balance (in shares) at Jun. 30, 2024		166,341.592	0	17,816,238
Ending balance at Jun. 30, 2024	$ (101,458)	$ 0	$ 0	$ 2	560,766	(657,635)	(4,591)
Ending balance (in shares) at Sep. 30, 2024	0
Ending balance at Sep. 30, 2024	$ 0
Ending balance at Sep. 30, 2024	0
Increase (Decrease) in Stockholders' Equity
Issuance of Series B Preferred Stock and Common Stock in connection with private placement (in shares)			2,937,903	3,563,247
Issuance of Series B Preferred Stock and common stock in connection with private placement, net	124,657				124,657
Issuance of common stock upon exercise of options (in shares)				17,064
Issuance of common stock upon exercise of options	56				56
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)			(2,499,976)	2,499,976
Stock-based compensation expense	1,695				1,695
Currency translation adjustment	(15)						(15)
Unrealized gain on marketable securities	0
Net loss (income)	$ (24,183)					(24,183)
Ending balance (in shares) at Sep. 30, 2024	23,896,525	166,341.592	437,927	23,896,525
Ending balance at Sep. 30, 2024	$ 752	$ 0	$ 0	$ 2	$ 687,174	$ (681,818)	$ (4,606)

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical)	Apr. 04, 2024
Statement of Stockholders' Equity [Abstract]
Reverse stock split conversion ratio	0.0333

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (67,171)	$ (42,052)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	665	571
Amortization of premiums and discounts on marketable securities	0	(79)
Non-cash lease expense	1,766	1,278
Loss on disposal of property and equipment	2	0
Stock-based compensation expense	4,717	8,380
Non-cash interest expense	0	455
Warrant liabilities revaluation	(2,803)	(6,049)
Contingent value right liability revaluation	51,900	0
Forward contract liabilities revaluation	6,890	0
Loss on extinguishment of debt	0	740
Changes in operating assets and liabilities:
Accounts receivable	1,041	1,698
Unbilled receivable	2,001	1,287
Prepaid expenses, deposits and other assets	763	(30)
Accounts payable	(2,690)	36
Deferred revenue	(5,849)	7,528
Accrued expenses and other liabilities	(7,904)	(1,638)
Net cash used in operating activities	(16,672)	(27,875)
Cash flows from investing activities
Proceeds from maturities of marketable securities	0	28,254
Purchases of property and equipment	(8,388)	(142)
Net cash (used in) provided by investing activities	(8,388)	28,112
Cash flows from financing activities
Repayments of principal, final payment fee, and prepayment penalty on debt	0	(27,457)
Proceeds from exercise of common warrants	2,877	0
Proceeds from issuance of Series A Preferred Stock, gross in private placement	40,000	0
Net proceeds from issuance of common stock and Series B Preferred Stock in private placement	124,438	0
Proceeds from exercise of stock options	330	0
Proceeds from issuance of common stock under Employee Stock Purchase Plan	0	231
Net cash provided by (used in) financing activities	167,645	(27,226)
Effect of exchange rate changes on cash	(6)	(69)
Net change in cash, cash equivalents, and restricted cash	142,579	(27,058)
Cash, cash equivalents, and restricted cash at beginning of period	78,288	108,038
Cash, cash equivalents, and restricted cash at end of period	220,867	80,980
Supplemental cash flow information
Cash paid for interest	0	1,853
Noncash investing and financing activities
Issuance of common stock, license agreement in stock-based compensation expense	0	1,500
Purchase of property and equipment not yet paid	$ 392	$ 65

Description of the Business	9 Months Ended
Description of the Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business Cartesian Therapeutics, Inc., or the Company (formerly known as Selecta Biosciences, Inc., or Selecta), was incorporated in Delaware on December 10, 2007, and is headquartered in Frederick, Maryland. The Company is a clinical-stage biotechnology company developing mRNA cell therapies for the treatment of autoimmune diseases leveraging its proprietary technology and manufacturing platform to introduce one or more mRNA molecules into cells to enhance their function. The Company believes its mRNA cell therapies have the potential to deliver deep, durable clinical benefit to a broad group of patients with autoimmune diseases because they can be administered over a short period of time, in an outpatient setting, and without pre-treatment chemotherapy. On November 13, 2023, the Company acquired, in accordance with the terms of the Agreement and Plan of Merger, or the Merger Agreement, the assets of the Delaware corporation which, immediately prior to the Merger (as defined below), was known as Cartesian Therapeutics, Inc., or Old Cartesian, as disclosed in Note 3. The transaction was structured as a stock-for-stock transaction pursuant to which all of Old Cartesian’s outstanding shares of capital stock were exchanged based on a fixed exchange ratio for consideration of 224,099 shares of the common stock, par value $0.0001 per share, of the Company, or the common stock, and 384,930.724 shares of the newly designated Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series A Preferred Stock. The Series A Preferred Stock is intended to have economic rights similar to the common stock, but with only limited voting rights. Additionally, the Company assumed all outstanding stock options of Old Cartesian. The common stock and Series A Preferred Stock related to the Merger were issued on December 5, 2023. For additional information, see Note 3. In connection with the Merger, the Company entered into a definitive agreement, or the Securities Purchase Agreement, for a private investment in public equity transaction, or the November 2023 Private Placement, with the Investors (as defined below). The Securities Purchase Agreement provides for the issuance to the Investors of an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of approximately $60.25 million. For additional information, see Note 10. In connection with the Merger, a contractual contingent value right, or CVR, was distributed to the holders of record of the Company's common stock and 2022 Warrants (as defined below) as of the close of business on December 4, 2023, but was not distributed to holders of shares of common stock or Series A Preferred Stock issued to stockholders of Old Cartesian or the Investors in the transactions. Holders of the CVRs will be entitled to receive certain payments from proceeds received by the Company, if any, related to the disposition or monetization of the Company's legacy assets following the issuance of the CVRs. For additional information, see Note 5. On March 27, 2024, the Company’s stockholders approved the Conversion Proposal (as defined below). For additional information, see Note 10. Additionally, on March 27, 2024, the Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation, as amended, or 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 Company’s board of directors, or the Board of Directors. The Board of Directors subsequently approved a final reverse stock split ratio of 1-for-30, and the Company effected the Reverse Stock Split on April 4, 2024. As a result of the Reverse Stock Split, all figures in this Quarterly Report on Form 10-Q relating to shares of the Company’s common stock (such as share amounts, per share amounts, and conversion rates and prices), have been adjusted to reflect the Reverse Stock Split for all periods presented, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. Shares of common stock underlying outstanding stock options, restricted stock units and warrants were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with their terms. Additionally, the conversion ratio of the Company’s Series A Preferred Stock was proportionally adjusted. Stockholders entitled to fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of receiving fractional shares. On July 2, 2024, the Company entered into a securities purchase agreement, or the July 2024 Purchase Agreement, for a private investment in public equity financing, or the July 2024 Private Placement, which provides for the issuance of 3,563,247 shares of common stock and 2,937,903 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share, or the Series B Preferred Stock, each at a purchase price of $20.00 per share. The July 2024 Private Placement resulted in gross proceeds of approximately $130.0 million before deducting placement agent fees and other offering expenses. On September 20, 2024, the Company’s stockholders approved the Series B Conversion Proposal (as defined below). For additional information, see Note 10. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. The Company’s product candidates are in pre-clinical and clinical development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 7, 2024. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary for a fair statement of the Company’s financial position as of September 30, 2024, the consolidated results of operations for the three and nine months ended September 30, 2024, and cash flows for the nine months ended September 30, 2024. Such adjustments are of a normal and recurring nature. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024. Liquidity and Management’s Plan The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain and sustain profitable operations. The Company is subject to a number of risks similar to other early-stage life science companies, including, but not limited to, successful development of its product candidates, raising additional capital with favorable terms, protection of proprietary technology and market acceptance of any approved future products. The successful development of product candidates requires substantial working capital, which may not be available to the Company on favorable terms or at all. To date, the Company has financed its operations primarily through public offerings and private placements of its securities, funding received from research grants, collaboration and license arrangements and a credit facility. The Company currently has no source of product revenue, and it does not expect to generate product revenue for the foreseeable future. To date, the Company’s revenue has primarily been from collaboration agreements. The Company has devoted substantially all of its financial resources and efforts to developing its existing product candidates, identifying potential product candidates and conducting preclinical studies and clinical trials. The Company is in the early stages of development of its product candidates, and it has not completed development of any product candidates. As of September 30, 2024, the Company’s cash, cash equivalents, and restricted cash were $220.9 million, of which $1.7 million was restricted cash related to lease commitments and $0.2 million was held by its Russian subsidiary designated solely for use in its operations. The Company believes the cash, cash equivalents and restricted cash as of September 30, 2024 will enable it to fund its current planned operations for at least the next twelve months from the date of issuance of these financial statements, though it may pursue additional cash resources through public or private equity or debt financings or by establishing collaborations with other companies. Management’s expectations with respect to its ability to fund current and long term planned operations are based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional strategic or financing opportunities sooner than would otherwise be expected. However, there is no guarantee that any collaboration milestones will be achieved or that any of these strategic or financing opportunities will be executed on favorable terms, and some could be dilutive to existing stockholders. Further, the liability associated with the CVR Agreement (as defined below) will be settled solely through cash flow received under the Company's License and Development Agreement, or as so amended, the Sobi License, with Swedish Orphan Biovitrum AB (publ.), or Sobi, and any other Gross Proceeds (as defined in the CVR Agreement) net of certain agreed deductions. Under the CVR Agreement, 100% of all milestone payments, royalties and other amounts paid to the Company or controlled entities under the Sobi License, and any other Gross Proceeds will be distributed, net of specified deductions, to holders of the CVRs. There is no obligation to the Company to fund any amount related to the CVR liability. See Note 5. If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of its planned research or development programs or be unable to expand its operations or otherwise capitalize on its commercialization of its product candidates. As of September 30, 2024, the Company had an accumulated deficit of $681.8 million. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research and development of its product candidates and its administrative organization. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at the Company. Through September 30, 2024, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The Company disclosed its significant accounting policies in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2024, except as noted below. Grant Revenue The Company has contracts with government-sponsored organizations for research and development related activities that provide for payments for reimbursable costs. The Company recognizes grant revenue from these contracts as it performs services under these arrangements when the funding is committed. Expenses associated with these contracts are recognized when incurred as research and development expense. Grant revenue and related expenses are presented gross in the consolidated statements of operations and comprehensive income (loss) as the Company has determined it is the primary obligor under the arrangements relative to the research and development services it performs as lead technical expert. Amounts incurred that are subject to reimbursement from the sponsor are recorded as accounts receivable on the consolidated balance sheets. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures.

Merger

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Merger

The total fair value of the consideration of $168.5 million as of the Closing Date is summarized as follows (in thousands):


Forward contract to issue common stock	$	2,713
Forward contract to issue Series A Preferred Stock	155,308
Stock options allocated to consideration paid	10,444
Total consideration	$	168,465


Assets acquired:	As of November 13, 2023
Cash and cash equivalents	$	6,561
Prepaid expenses and other current assets	309
Property and equipment, net	215
Right-of-use asset, net	915
In-process research and development assets	150,600
Goodwill	48,163
	$	206,763
Liabilities assumed
Accrued expenses and other current liabilities	$	2,530
Lease liability	292
Lease liability, net of current portion	623
Deferred tax liability	34,853
	$	38,298

Net assets acquired	$	168,465

The following summarizes the Company’s intangible assets acquired in the Merger (in thousands):


	Acquisition Date Fair Value
Descartes-08 for MG	$	93,900
Descartes-08 for SLE	56,700
Total in-process research and development assets	$	150,600

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per-share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(24,183)	$	(9,002)	$	(67,171)	$	(42,052)



Denominator:
Weighted-average common shares outstanding - basic and diluted	21,471,408		5,160,150		14,561,613		5,129,030



Net loss per share:
Basic and diluted	$	(1.13)	$	(1.74)	$	(4.61)	$	(8.20)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Common stock options, restricted stock units and ESPP shares	2,420,400	734,588	2,420,400	734,588
Warrants to purchase common stock	974,954	1,040,823	974,954	1,040,823
Series A Preferred Stock	5,544,719	—	5,544,719	—

Series B Preferred Stock	437,927	—	437,927	—
Total	9,378,000	1,775,411	9,378,000	1,775,411

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	38,622	$	38,622	$	—	$	—





Total assets	$	38,622	$	38,622	$	—	$	—

Liabilities:
Warrant liabilities	$	3,591	$	—	$	—	$	3,591
Contingent value right liability	$	410,500	$	—	$	—	$	410,500
Total liabilities	$	414,091	$	—	$	—	$	414,091


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	41,161	$	41,161	$	—	$	—





Total assets	$	41,161	$	41,161	$	—	$	—

Liabilities:
Warrant liabilities	$	6,394	$	—	$	—	$	6,394
Contingent value right liability	$	358,600	$	—	$	—	$	358,600
Forward contract liabilities	$	28,307	$	—	$	28,307	$	—
Total liabilities	$	393,301	$	—	$	28,307	$	364,994

There were no transfers within the fair value hierarchy during the nine months ended September 30, 2024 or year ended December 31, 2023.

Cash, Cash Equivalents, and Restricted Cash


	September 30,
	2024		2023
Cash and cash equivalents	$	219,198	$	79,603

Long-term restricted cash	1,669		1,377
Total cash, cash equivalents, and restricted cash	$	220,867	$	80,980

Warrants to Purchase Common Stock

The estimated fair values of the 2019 Warrants and the 2022 Warrants were determined using the following inputs to the Black-Scholes simulation valuation:

Estimated fair value of the underlying stock. The Company estimates the fair value of the common stock based on the closing stock price at the end of each reporting period.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury at the valuation date commensurate with the expected remaining life assumption.

Dividend rate. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero.

Volatility. The Company estimates stock price volatility based on the Company’s historical volatility for a period of time commensurate with the expected remaining life of the warrants.

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2019 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	4.73	%	4.79	%
Dividend yield	—		—
Expected life (in years)	0.23		0.98
Expected volatility	81.13	%	83.67	%

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2022 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	3.58	%	4.01	%
Dividend yield	—		—
Expected life (in years)	2.53		3.28
Expected volatility	93.95	%	84.09	%


	Warrant liabilities
Fair value as of December 31, 2023	$	6,394


Change in fair value	(2,803)
Fair value as of September 30, 2024	$	3,591

Contingent Value Right


	September 30,
	2024
Estimated cash flow dates	2024-2038
Estimated probability of success	95.0% - 100.0%
Expected volatility of future revenues	22.0	%


	December 31,
	2023
Estimated cash flow dates	2024 - 2038
Estimated probability of success	95.0	%

Risk-adjusted discount rate	13.7	%

The following table reflects a roll-forward of fair value for the Company's Level 3 CVR liability for the nine months ended September 30, 2024 (in thousands):


	CVR liability
Fair value as of December 31, 2023	$	358,600

Change in fair value	51,900
Fair value as of September 30, 2024	$	410,500

Forward Contract Liabilities

Merger Consideration

November 2023 Private Placement

The following table presents changes in the forward contract liabilities for the periods presented (in thousands):


	Forward contract liabilities
Fair value as of December 31, 2023	$	28,307

Settlements	(35,197)
Change in fair value	6,890
Fair value as of September 30, 2024	$	—

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following (in thousands):


	September 30,		December 31,
	2024		2023
Laboratory equipment	$	11,233	$	6,280
Computer equipment and software	620		702
Leasehold improvements	758		61
Furniture and fixtures	462		452
Office equipment	196		196
Construction in process	3,269		150
Total property and equipment	16,538		7,841
Less: Accumulated depreciation	(6,313)		(5,728)
Property and equipment, net	$	10,225	$	2,113

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	September 30,		December 31,
	2024		2023
Payroll and employee related expenses	$	1,778	$	4,390

Accrued patent fees	729		472
Accrued external research and development costs	3,943		4,896
Accrued professional and consulting services	2,284		4,331

Property and equipment	339		128
Other	290		516
Accrued expenses	$	9,363	$	14,733

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

65 Grove Street Lease

704 Quince Orchard Road Leases

7495 New Horizon Way Leases

The Company assessed the classification of the lease at the commencement date and concluded it should be accounted for as an operating lease. The Company recorded a lease liability and right-of-use asset each of $1.2 million on the commencement date. The Frederick Lease Agreement Amendment includes a tenant improvement allowance of up to $0.1 million which was recognized as a reduction in the right-of-use asset and lease liability at the commencement date as the Company was reasonably certain to incur reimbursable costs related to alterations equal to or exceeding the amount. The discount rate of 14% was determined based on the Company’s incremental borrowing rate adjusted for the lease term.

The Company assessed the classification of the lease at the commencement date and concluded it should be accounted for as an operating lease. The Company recorded a lease liability and right-of-use asset each of $0.3 million on the commencement date. The discount rate of 14% was determined based on the Company’s incremental borrowing rate adjusted for the lease term.

For the three and nine months ended September 30, 2024 and 2023, the components of lease costs were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,058	$	696	$	2,789	$	2,088
Variable lease cost	380		271		1,129		683
Short-term lease cost	1		1		5		6
Less: Sublease income	(250)		(250)		(1,010)		(756)
Total lease cost	$	1,189	$	718	$	2,913	$	2,021

The maturity of the Company’s operating lease liabilities as of September 30, 2024 were as follows (in thousands):


	September 30,
	2024
2024 (remainder)	$	316
2025	4,415
2026	4,538
2027	4,345
2028	2,314
Thereafter	3,596
Total future minimum lease payments	19,524
Less: Imputed interest	4,873
Total operating lease liabilities	$	14,651

The supplemental disclosure for the statement of cash flows related to operating leases was as follows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:	$	2,548	$	1,991

The following summarizes additional information related to operating leases:


	September 30,
	2024		2023
Weighted-average remaining lease term	4.7 years		4.7 years
Weighted-average discount rate	11.6	%	9.7	%

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt 2020 Term Loan On August 31, 2020, the Company entered into a Loan and Security Agreement with Oxford Finance LLC, or Oxford, and Silicon Valley Bank, or the Loan and Security Agreement, and such facility, the 2020 Term Loan. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation, or the FDIC, was appointed as receiver. On March 13, 2023, the FDIC announced that all of Silicon Valley Bank’s deposits and substantially all of its assets had been transferred to a newly created, full-service, FDIC-operated bridge bank, Silicon Valley Bridge Bank, N.A., or SVBB. SVBB assumed all loans that were previously held by Silicon Valley Bank. On March 27, 2023, First-Citizens Bank & Trust Company assumed all of SVBB’s customer deposits and certain other liabilities and acquired substantially all of SVBB’s loans and certain other assets from the FDIC, including the 2020 Term Loan. On September 11, 2023, the Company entered into a payoff letter with Oxford and SVB, pursuant to which the Company paid all outstanding amounts under the 2020 Term Loan, together with accrued interest and a prepayment penalty, resulting in the full extinguishment of the 2020 Term Loan. The total payoff amount was $22.3 million, consisting of the remaining principal amount due of $19.8 million, the final payment fee of $2.3 million, the prepayment penalty of $0.2 million, and less than $0.1 million of accrued interest. During the third quarter of 2023, the Company recorded a loss of $0.7 million on the extinguishment of the 2020 Term Loan, consisting of the prepayment penalty of $0.2 million and the write-off of $0.5 million of unamortized debt issuance costs and venture debt termination fee. As of September 30, 2024 and December 31, 2023, the Company had no outstanding borrowings.

Convertible Preferred Stock	9 Months Ended
Convertible Preferred Stock	Sep. 30, 2024
Temporary Equity Disclosure [Abstract]
Convertible Preferred Stock	Convertible Preferred Stock Series B Preferred Stock The Certificate of Designation of Preferences, Rights, and Limitations of the Series B Non-Voting Convertible Preferred Stock, or the Series B Certificate of Designation, was filed with the Secretary of State of the State of Delaware on July 2, 2024, and provided for the designation of shares of the Series B Preferred Stock and authorized the issuance of 2,937,903 shares of Series B Preferred Stock. Additionally, on July 2, 2024, the Company entered into the July 2024 Purchase Agreement with certain institutional and accredited investors, or the Purchasers. The Purchasers included (i) Dr. Timothy A. Springer, a member of the Company’s Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Dr. Chafen Lu, Dr. Springer’s wife. Pursuant to the July 2024 Purchase Agreement, the Company agreed to issue and sell an aggregate of 3,563,247 shares of common stock and 2,937,903 shares of Series B Preferred Stock for an aggregate purchase price of $130.0 million in the July 2024 Private Placement. Each share of Series B Preferred Stock is convertible into one share of the Company’s common stock subject to stockholder approval of a proposal to issue such shares of common stock upon conversion of such shares of Series B Preferred Stock in accordance with the Listing Rules of the Nasdaq Stock Market LLC, or the Series B Conversion Proposal. Under the July 2024 Purchase Agreement, the Company issued 3,563,247 shares of common stock and 578,403 shares of Series B Preferred Stock for an aggregate purchase price of $82.8 million to the Purchasers other than Dr. Springer, TAS Partners LLC, and Dr. Lu. The Company also issued (i) 1,636,832 shares of Series B Preferred Stock to Dr. Springer, (ii) 721,361 shares of Series B Preferred Stock to TAS Partners LLC, and (iii) 1,307 shares of Series B Preferred Stock to Dr. Lu for an aggregate purchase price of $47.2 million. Pursuant to the July 2024 Purchase Agreement, the Company agreed to submit to its stockholders the approval of the Series B Conversion Proposal, at a special meeting of stockholders, which was held on September 20, 2024. On September 20, 2024, the Company’s stockholders approved the Series B Conversion Proposal, among other matters, at such special meeting. On September 25, 2024, pursuant to the terms of the Series B Certificate of Designation, 2,499,976 shares of Series B Preferred Stock automatically converted into 2,499,976 shares of common stock; 437,927 shares of Series B Preferred Stock did not automatically convert at such time due to beneficial ownership limitations. As of September 30, 2024, the Company had 437,927 shares of Series B Preferred Stock issued and outstanding, which are convertible into 437,927 shares of common stock. The Series B Preferred Stock had the following rights and preferences as of September 30, 2024: Conversion Each share of Series B Preferred Stock outstanding that was not automatically converted into common stock as a result of the stockholder approval of the Series B Conversion Proposal shall be convertible at any time at the option of the holder following stockholder approval of the Series B Conversion Proposal, only to the extent the beneficial ownership limitation does not apply to the shares of Series B Preferred Stock to be converted. Redemption The Series B Preferred Stock is not redeemable. Dividends Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock on an as-converted basis (without regard to the beneficial ownership limitation) equal to the dividends paid on shares of the common stock. Voting Except as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Series B Certificate of Designation, or (c) amend the Charter or other organizational documents in any manner that alters or changes the preferences, rights, privileges, or powers of, or restrictions provided for the benefit of the holders of Series B Preferred Stock. Liquidation The holders of Series B Preferred Stock shall rank on parity with the holders of common stock and the holders of Series A Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of common stock would receive if the Series B Preferred Stock were fully converted, which shall be paid pari passu with holders of common stock and holders of Series A Preferred Stock, plus an amount equal to any dividends declared but unpaid. If the assets available for distribution are not sufficient to pay the holders of the Series B Preferred Stock pursuant to the preceding sentence, all remaining assets will be distributed ratably to the holders of the Series B Preferred Stock and common stock. Series A Preferred Stock The Certificate of Designation of Preferences, Rights, and Limitations of the Series A Non-Voting Convertible Preferred Stock, or the Series A Certificate of Designation, was filed on November 13, 2023, which provided for the designation of shares of the Series A Preferred Stock and authorized the issuance of 548,375 shares of Series A Preferred Stock. Additionally on November 13, 2023, the Company entered into the Securities Purchase Agreement with (i) Dr. Timothy A. Springer, a member of the Company’s Board of Directors; (ii) TAS Partners LLC, an affiliate of Dr. Springer, and (iii) Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, a co-founder and the former chief executive officer of Old Cartesian, who joined the Company’s Board of Directors effective immediately after the effective time of the Merger, or the Investors. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell an aggregate of 149,330.115 shares of Series A Preferred Stock for an aggregate purchase price of $60.25 million in the November 2023 Private Placement. In the November 2023 Private Placement, Dr. Timothy A. Springer agreed to settle his purchases in three tranches of shares of Series A Preferred Stock, the first for a purchase price of $10.0 million and each thereafter for a purchase price of approximately $20.0 million, with the three tranches settling 30, 60, and 90 days, respectively, following the Closing Date. TAS Partners LLC agreed to settle its purchase for approximately $10.0 million within 30 days following the Closing Date. The first, second and third tranches were settled on December 13, 2023, January 12, 2024 and February 11, 2024, respectively, under which (i) 24,785.081 shares of Series A Preferred Stock were issued to each of TAS Partners LLC and Dr. Timothy A. Springer in the first tranche, (ii) 49,570.163 shares of Series A Preferred Stock were issued to Dr. Timothy A. Springer in the second tranche, and (iii) 49,570.163 shares of Series A Preferred Stock were issued to Dr. Timothy A. Springer in the third tranche. On November 15, 2023, the Company issued 619.627 shares of Series A Preferred Stock to Seven One Eight Three Four Irrevocable Trust for $0.25 million. The Company determined the obligation to issue 148,710.488 shares of Series A Preferred Stock to Dr. Springer and TAS Partners LLC represented a forward contract and was accounted for as a liability with changes in fair value recorded in earnings. A portion of the liability was settled with the initial issuance of 49,570.162 shares of Series A Preferred Stock on December 13, 2023. The remaining portion of the forward contract liability was settled upon the issuance of 49,570.163 shares of Series A Preferred Stock each on January 12, 2024 and February 11, 2024, respectively (see Note 5). On December 5, 2023, the Company issued 384,930.724 shares of Series A Preferred Stock as part of its consideration transferred in connection with the Merger which settled the related forward contract liability (see Note 5). On March 26, 2024, the Company, with the consent of the requisite holders of Series A Preferred Stock, amended the Series A Certificate of Designation such that the automatic conversion of the Series A Preferred Stock into common stock, or the Automatic Conversion, would occur eight business days following stockholder approval of the Conversion Proposal. Upon such date, each share of Series A Preferred Stock automatically converted into 33.333 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 0% and 19.9%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion; provided, however, that such beneficial ownership limitation does not apply to Dr. Springer, TAS Partners LLC, or any of their respective affiliates. Each share of Series A Preferred Stock outstanding that was not automatically converted into common stock as a result of the beneficial ownership limitation is convertible at any time at the option of the holder, only to the extent the beneficial ownership limitation does not apply to the shares of Series A Preferred Stock to be converted. On March 27, 2024, the Company’s stockholders approved the Conversion Proposal, among other matters, at the Special Meeting. As a result of the approval of the Conversion Proposal, all conditions that could have required cash redemption of the Series A Preferred Stock were satisfied. Since the Series A Preferred Stock is no longer redeemable, the associated balances of the Series A Preferred Stock were reclassified from mezzanine equity to permanent equity during the first quarter of 2024. On April 8, 2024, pursuant to the terms of the Series A Certificate of Designation, as amended, 367,919.247 shares of Series A Preferred Stock automatically converted into 12,263,951 shares of common stock, including the non-cash reclassification of an amount equal to the increase in par value of common stock from additional paid-in capital; 166,341.592 shares of Series A Preferred Stock did not automatically convert due to beneficial ownership limitations. As of September 30, 2024, the Company had 166,341.592 shares of Series A Preferred Stock issued and outstanding, which are convertible into 5,544,719 shares of common stock.

Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Equity Financings

July 2024 Private Placement

On July 2, 2024, the Company and the Purchasers entered into the July 2024 Purchase Agreement for the July 2024 Private Placement.

“At-the-Market” Offerings

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company sold no shares of its common stock pursuant to the 2021 Sales Agreement.

Warrants

The following is a summary of warrant activity for the nine months ended September 30, 2024:


	Number of Warrants
	Equity classified	Liability classified	Total	Weighted-average exercise price
Outstanding at December 31, 2023	74,420	966,393	1,040,813	$	45.98

Exercises	(65,681)	—	(65,681)	43.80
Canceled	(178)	—	(178)	503.10
Outstanding at September 30, 2024	8,561	966,393	974,954	$	46.04

Common Stock

Reserved Shares

The Company has authorized shares of common stock for future issuance as of September 30, 2024 as follows:





Exercise of warrants			974,954
Shares available for future stock incentive awards			3,837,543

Unvested restricted stock units			448,211
Outstanding common stock options			1,972,189
Series A Preferred Stock			5,544,719
Series B Preferred Stock			437,927

Total			13,215,543

Stock Incentive Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock Incentive Plans

Stock-Based Compensation Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	799	$	1,189	$	2,287	$	5,058
General and administrative	896		1,132		2,430		3,322
Total stock-based compensation expense	$	1,695	$	2,321	$	4,717	$	8,380

Stock Options


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024				2024			2023
Risk-free interest rate	4.05		%		4.04		%	3.95		%
Dividend yield	—				—			—
Expected term (in years)	6.23				6.20			5.94
Expected volatility	94.98		%		95.07		%	94.64		%
Weighted-average fair value of common stock	$	17.97			$	19.79		$	34.50

The following table summarizes the stock option activity under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and Old Cartesian Plan for options for common stock:


				Weighted-average
	Number of			remaining	Aggregate
	common stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	776,865	$	2.97	6.50	$	13,760
Granted	908,675	$	19.79
Converted from options for Series A Preferred Stock	470,403	$	2.40
Exercised	(106,073)	$	3.12
Forfeited	(77,681)	$	17.12
Outstanding at September 30, 2024	1,972,189	$	10.02	7.11	$	15,207

Vested at September 30, 2024	976,876	$	2.84	5.09	$	13,020
Vested and expected to vest at September 30, 2024	1,830,212	$	9.26	6.94	$	15,190

The following table summarizes the stock option activity under the Old Cartesian Plan for options for Series A Preferred Stock:


	Number of			Weighted-average
	Series A			remaining	Aggregate
	Preferred Stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	14,112.299	$	79.94	5.91	$	8,601




Converted to options for common stock	(14,112.299)	$	79.94
Outstanding at September 30, 2024	—	$	—

Restricted Stock Units

Unrecognized compensation expense related to the restricted stock units was $5.8 million as of September 30, 2024, which is expected to be recognized over a weighted-average period of 3.2 years.

The following table summarizes the Company’s restricted stock units under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and the Old Cartesian Plan:


	Number of shares	Weighted-average grant date fair value ($)
Unvested at December 31, 2023	—	$	—
Granted	477,037	19.86


Forfeited	(28,826)	19.80
Unvested at September 30, 2024	448,211	$	19.86

Employee Stock Purchase Plan

Revenue Arrangements

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Arrangements

Collaboration and license revenue

Astellas Gene Therapies

In March 2024, the Company was notified by Astellas of its intention to terminate the Astellas Agreement, which occurred effective June 6, 2024.

Takeda Pharmaceuticals USA, Inc.

License and Development Agreement

The Takeda Agreement was terminated effective July 25, 2023, following Takeda’s decision to discontinue discovery and pre-clinical activities in adeno-associated virus, or AAV, gene therapy.

Swedish Orphan Biovitrum AB (publ.)

License and Development Agreement

Sarepta Therapeutics, Inc.

Research License and Option Agreement

Transaction Price Allocated to Future Performance Obligations

Contract Balances from Contracts with Customers

The following table presents changes in the Company’s contract liabilities during the nine months ended September 30, 2024 (in thousands):


	Balance at						Balance at
	beginning of period		Additions		Deductions		end of period
Nine Months Ended September 30, 2024
Contract liabilities:
Deferred revenue	$	5,849	$	—	$	(5,849)	$	—
Total contract liabilities	$	5,849	$	—	$	(5,849)	$	—

Grant revenue

National Institute of Neurological Disorders and Stroke of the National Institutes of Health

Related-Party Transactions

9 Months Ended

Sep. 30, 2024

Related-Party Transactions

July 2024 Securities Purchase Agreement


Name	Shares of Series B Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	1,636,832	$	32,737
TAS Partners LLC, affiliate of Timothy A. Springer, Ph.D.	721,361	$	14,427
Chafen Lu, Ph.D., wife of Timothy A. Springer, Ph.D.	1,307	$	26

November 2023 Securities Purchase Agreement


Name	Shares of Series A Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	99,140.326	$	40,000

Exercise of Amended 2019 Warrants

During the three and nine months ended September 30, 2023, there were no related party transactions.

Collaboration and License Agreements	9 Months Ended
Collaboration and License Agreements	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Collaboration and License Agreements	Collaboration and License Agreements Biogen MA, Inc. On September 8, 2023, the Company entered into a non-exclusive, sublicensable, worldwide, perpetual patent license agreement, or the Biogen Agreement, with Biogen MA, Inc., or Biogen, to research, develop, make, use, offer, sell and import products or processes containing or using an engineering T-cell modified with an mRNA comprising, or encoding a protein comprising, certain sequences licensed under the Biogen Agreement for the prevention, treatment, palliation and management of autoimmune diseases and disorders, excluding cancers, neoplastic disorders, and paraneoplastic disorders. The Company is not obligated to pay Biogen any expenses, fees, or royalties. The Company may terminate the Biogen Agreement for any reason or no reason, and Biogen may terminate the agreement after a notice-and-cure period of 30 days if the Company fails to pay a fee owed to Biogen or for any other material breach of the agreement. The Biogen Agreement will otherwise expire when all claims of all issued patents within the patents and patent applications licensed to the Company under the Biogen Agreement have expired or been finally rendered revoked, invalid or unenforceable by a decision of a court or government agency. The Biogen Agreement encompasses patents and patent applications in the PCT/US2010/026825 patent family, which was filed March 10, 2010. In general, all patents that issue in this family have an expected expiration date of March 10, 2030, subject to potential patent term adjustments and/or extensions. For the U.S. patents and applications in this family, U.S. Patent 9,034,324 was awarded 677 days of patent term adjustment, which would extend the expiration date of this patent to January 16, 2032, absent any challenges to the patent term. The other issued patent in this family was not awarded any patent term adjustment, so its expected expiration date is March 10, 2030. National Cancer Institute of the National Institutes of Health Effective September 16, 2019, the Company entered into a nonexclusive, worldwide license agreement, or the NCI Agreement, with the U.S. Department of Health and Human Services, represented by the National Cancer Institute of the National Institutes of Health, or NCI. Under the NCI Agreement, the Company was granted a license under certain NCI patents and patent applications designated in the agreement, to make, use, sell, offer and import products and processes within the scope of the patents and applications licensed under the NCI Agreement when developing and manufacturing anti-BCMA CAR-T cell products for the treatment of myasthenia gravis, pemphigus vulgaris, and immune thrombocytopenic purpura according to methods designated in the NCI Agreement. In connection with the Company’s entry into the NCI Agreement, Old Cartesian paid to NCI a one-time $0.1 million license royalty payment. Under the NCI Agreement, the Company is further required to pay NCI a low five-digit annual royalty. The Company must also pay earned royalties on net sales in a low single-digit percentage and pay up to $0.8 million in benchmark royalties upon the Company's achievement of designated benchmarks that are based on the commercial development plan agreed between the parties. Under the NCI Agreement, the Company must use reasonable commercial efforts to bring licensed products and licensed processes to the point of Practical Application (as defined in the NCI Agreement). Upon the Company’s first commercial sale, the Company must use reasonable commercial efforts to make licensed products and licensed processes reasonably accessible to the United States public. After the Company's first commercial sale, the Company must make reasonable quantities of licensed products or materials produced via licensed processes available to patient assistance programs and develop educational materials detailing the licensed products. Unless the Company obtains a waiver from NCI, the Company must have licensed products and licensed processes manufactured substantially in the United States. Prior to the first commercial sale, upon NCI’s request, the Company is obligated to provide NCI with commercially reasonable quantities of licensed products made through licensed processes to be used for in vitro research. Additionally, the Company must use reasonable commercial efforts to initiate a Phase 3 clinical trial of a licensed product by the fourth quarter of 2024, submit a BLA with respect to a licensed product by the fourth quarter of 2026, and make a first commercial sale of a licensed product by the fourth quarter of 2028. The NCI Agreement terminates upon the expiration of the last to expire of the patent rights licensed thereunder, if not sooner terminated. The NCI Agreement encompasses patents and patent applications in the PCT/US2013/032029 patent family, which was filed March 15, 2013. In general, all patents that issue in this family have an expected expiration of March 15, 2033, subject to potential patent term adjustments and/or extensions. For the U.S. patents and applications in this family, only two patents were awarded patent term adjustments. U.S. Patent 9,765,342 was awarded 297 days of patent term adjustment, which would extend the expiration date of this patent to January 6, 2034, absent any challenges to the patent term. The other patent, U.S. Patent 10,876,123, was awarded three days of patent term adjustment, but this patent is subject to terminal disclaimers filed against other family members, so this patent will not extend beyond the March 15, 2033 date. The other issued patents in this family were not awarded any patent term adjustment, so the expected expiration date for these patents also remains March 15, 2033. There is also a pending patent application which, if issued, will expire on March 15, 2033, but could also be subject to patent term adjustment and to any potential future terminal disclaimers. NCI has the right to terminate the NCI Agreement, after giving written notice and providing a cure period in accordance with its terms, if the Company is in default of a material obligation. The Company has the unilateral right to terminate the agreement in any country or territory by giving NCI 60 days’ written notice. The Company agreed to indemnify NCI against any liability arising out of the Company’s, sublicensees’ or third parties’ use of the licensed patent rights and licensed products or licensed processes developed in connection with the licensed patent rights. Ginkgo Bioworks Holdings, Inc. Collaboration and License Agreements On October 25, 2021, the Company entered into a Collaboration and License Agreement, or the First Ginkgo Agreement, with Ginkgo. Under the First Ginkgo Agreement, Ginkgo will design next generation IgA proteases with potentially transformative therapeutic potential. In return, Ginkgo is eligible to earn both upfront research and development fees and milestone payments, including certain milestone payments for fixed fair values in the form of the Company's common stock, clinical and commercial milestone payments of up to $85.0 million in cash. The First Ginkgo Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808, Collaborative Arrangements, or ASC 808, as the risk and rewards are not shared by both parties. The Company will expense costs related to the First Ginkgo Agreement as incurred until regulatory approval is received in accordance with ASC 730, Research and Development, or ASC 730. The Company is accounting for the contingently issuable shares to be issued in exchange for the license obtained from Ginkgo as a liability classified stock-based compensation arrangement with a non-employee which will be recognized when achievement of the milestones is probable. The Company will assess the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, will amortize these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company is also obligated to pay Ginkgo tiered royalties ranging from low-single digit to high-single digit percentages of annual net sales of collaboration products which will be expensed as the commercial sales occur. On January 3, 2022, the Company entered into a Collaboration and License Agreement, or the Second Ginkgo Agreement, with Ginkgo. Under this agreement, the Company will engage with Ginkgo to develop AAV capsids designed to enhance transduction efficiency and transgene expression. In return, Ginkgo is eligible to earn both upfront research and development fees and milestone payments, including certain milestone payments in the form of shares of the Company’s common stock, clinical and commercial milestone payments of up to $207 million in cash. The Second Ginkgo Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company will expense costs related to the Second Ginkgo Agreement as incurred until regulatory approval is received in accordance with ASC 730. The Company is accounting for the contingently issuable shares of common stock to be issued in exchange for the license obtained from Ginkgo as a liability-classified, stock-based compensation arrangement with a non-employee which will be recognized when achievement of the milestones is probable. The Company will assess the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, will amortize these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company is also obligated to pay Ginkgo tiered royalties ranging from low-single digit to high-single digit percentages of annual net sales of collaboration products which will be expensed as the commercial sales occur. On June 13, 2022, the Company was notified of the achievement of the midpoint of the technical development plan under the First Ginkgo Agreement by Ginkgo. This milestone resulted in the payment of $0.5 million and issuance of 29,761 shares of the Company’s common stock then-valued at $1.0 million to Ginkgo during the year ended December 31, 2022. On July 19, 2023, the Company and Ginkgo mutually agreed that the completion of the technical development plan’s midpoint task under the Second Ginkgo Agreement had been achieved as of June 30, 2023. This milestone resulted in the payment of $1.0 million and issuance of 44,642 shares of the Company’s common stock then-valued at $1.5 million to Ginkgo during the year ended December 31, 2023. Genovis AB (publ.) License Agreement In October 2021, the Company entered into an Exclusive License Agreement, or the Genovis Agreement, with Genovis AB (publ.), or Genovis. Under the Genovis Agreement, the Company paid to Genovis an upfront payment in exchange for an exclusive license to the Xork enzyme technology across all therapeutic uses in humans, excluding research, preclinical, diagnostic and other potential non-therapeutic applications of the enzyme. Genovis was eligible to earn from the Company development and sales-based milestones and sublicensing fees. The Genovis Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company was to expense costs related to the Genovis Agreement as incurred until regulatory approval was received in accordance with ASC 730. The Company would have assessed the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, would have amortized these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company was also obligated to pay Genovis tiered royalties of low double digit percentages of worldwide annual net sales of collaboration products which would have been expensed as the commercial sales occur. In February 2023, the Company made a $4.0 million payment to Genovis as a result of the sublicense of Xork to Astellas. See Note 13 to these unaudited consolidated financial statements for further discussion on the Astellas Agreement. In March 2024, the Company notified Genovis of its intention to terminate the Genovis Agreement, which occurred effective September 13, 2024. Cyrus Biotechnology, Inc. Collaboration and License Agreement In September 2021, the Company and Cyrus Biotechnology, Inc., or Cyrus, entered into a collaboration and license agreement, or the Cyrus Agreement. Pursuant to the Cyrus Agreement, Cyrus agreed to grant the Company an exclusive, worldwide license to certain intellectual property to form a protein engineering collaboration combining the Company’s ImmTOR platform with Cyrus’ ability to redesign protein therapeutics. The lead program was a proprietary interleukin-2, or IL-2, protein agonist designed to selectively promote expansion of regulatory T cells for treatment of patients with autoimmune diseases and other deleterious immune conditions. In return for the licensed intellectual property, the Company made an upfront payment and was obligated to pay certain discovery, development, and sales-based milestones which could have potentially totaled up to approximately $1.5 billion across multiple programs. The Cyrus Agreement was assessed for collaboration components and was determined not to be within the scope of ASC 808 as the risk and rewards are not shared by both parties. The Company expensed costs related to the Cyrus Agreement as incurred until regulatory approval is received in accordance with ASC 730. The Company assessed the capitalization of costs incurred after the receipt of regulatory approval and, if applicable, would have amortized these payments based on the expected useful life of each asset, typically based on the expected commercial exclusivity period. The Company was also obligated to pay Cyrus tiered royalties ranging from mid-single digit to low-double digit percentages of annual net sales of collaboration products which would have been expensed as commercial sales occur. On June 13, 2022, the Company and Cyrus mutually agreed that the preclinical key in-vitro success milestone had been achieved. In October 2023, the Company notified Cyrus of its termination of the Cyrus Agreement effective December 29, 2023. Stock Purchase Agreement Additionally, on September 7, 2021, the Company entered into a stock purchase agreement, or the Series B Preferred Stock Purchase Agreement, in connection with the Cyrus Agreement. Pursuant to the Series B Preferred Stock Purchase Agreement, the Company purchased 2,326,934 shares of Cyrus’ Series B Preferred Stock, par value $0.0001 per share, at a purchase price of $0.8595 per share, for $2.0 million. In accordance with ASC 810, the Company has a variable interest in Cyrus resulting from its equity investment. The Company will share in Cyrus’ expected losses or receive a portion of its expected returns and absorb the variability associated with changes in the entity’s net assets. However, the Company is not the primary beneficiary as it does not have the power to direct the activities most significant to Cyrus, and therefore it is not required to consolidate Cyrus. The Company has recognized the $2.0 million investment of Cyrus’ Series B Preferred Stock at cost on the purchase date. As of September 30, 2024, no impairment indicators were present and there were no observable price changes. Therefore, the carrying value of the investment in Cyrus is $2.0 million on the accompanying consolidated balance sheets. The Company’s maximum exposure to loss related to this variable interest entity is limited to the carrying value of the investment. The Company has not provided financing to Cyrus other than the amount contractually required by the Series B Preferred Stock Purchase Agreement. Asklepios Biopharmaceutical, Inc. Feasibility Study and License Agreement In August 2019, the Company entered into a feasibility study and license agreement, or the AskBio Collaboration Agreement, with Asklepios Biopharmaceutical, Inc., or AskBio. Pursuant to the AskBio Collaboration Agreement, the Company and AskBio agreed to license intellectual property rights to each other as part of a collaboration to research, develop, and commercialize certain AAV gene therapy products utilizing the Company’s ImmTOR platform to enable re-dosing of such AAV gene therapy products to treat serious rare and orphan genetic diseases for which there is a significant unmet medical need. Pursuant to the AskBio Collaboration Agreement, the Company and AskBio agreed to conduct proof of concept studies to potentially validate the use of ImmTOR in conjunction with AskBio’s AAV gene therapy, or SEL-302, (previously disclosed as MMA-101, in combination with ImmTOR) for the treatment of methylmalonic acidemia, or MMA, to mitigate the formation of neutralizing anti-AAV capsid antibodies. On April 29, 2021, the Company was notified by AskBio that it intended to opt-out of development of the MMA indication. The Company and AskBio shared responsibility for the research, development and commercialization of products developed under the SEL-399 program collaboration. The parties also shared research, development, and commercialization costs equally for all collaboration products, but with a right of either party to opt out of certain products, and thereby not be required to share costs for such products. Each party would have received a percentage of net profits under the collaboration equal to the percentage of shared costs borne by such party in the development of such product. Pursuant to the AskBio Collaboration Agreement, AskBio was responsible for manufacturing the AAV capsids and AAV vectors and the Company was responsible for manufacturing ImmTOR. The Company and AskBio mutually agreed to the termination of the AskBio Collaboration Agreement, effective December 13, 2023. No collaboration expense under the AskBio Collaboration Agreement was recognized during the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, the Company recognized less than $0.1 million and $0.1 million, respectively, of collaboration expense under the AskBio Collaboration Agreement in which actual costs incurred by both parties approximate a 50% cost share. Shenyang Sunshine Pharmaceutical Co., Ltd In May 2014, the Company entered into a license agreement, or the 3SBio License, with Shenyang Sunshine Pharmaceutical Co., Ltd., or 3SBio. The Company has paid to 3SBio an aggregate of $7.0 million in upfront and milestone-based payments under the 3SBio License as of September 30, 2024. The Company is required to make future payments to 3SBio contingent upon the occurrence of events related to the achievement of clinical and regulatory approval milestones of up to an aggregate of $15.0 million for products containing the Company’s ImmTOR platform.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As of September 30, 2024, the Company has not recorded any U.S. federal or state income tax benefits for either the net losses the Company has incurred or its earned research and orphan drug credits, due to the uncertainty of realizing a benefit from those items in the future.

Defined Contribution Plan	9 Months Ended
Defined Contribution Plan	Sep. 30, 2024
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution Plan The Company maintains a defined contribution plan, or the 401(k) Plan, under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The 401(k) Plan provides for matching contributions on a portion of participant contributions pursuant to the 401(k) Plan’s matching formula. As of January 2022, all matching contributions vest ratably over two years and participant contributions vest immediately. Contributions by the Company totaled $0.1 million during each of the three months ended September 30, 2024 and 2023, and $0.2 million and $0.3 million during the nine months ended September 30, 2024 and 2023, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies As of September 30, 2024, the Company was not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Other As permitted under Delaware law, the Company indemnifies its directors for certain events or occurrences while the director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the director’s lifetime. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ insurance coverage that limits its exposure and enables it to recover a portion of any future amounts paid. The Company also has indemnification arrangements under certain of its facility leases that require it to indemnify the landlord against certain costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from certain breaches, violations, or non-performance of any covenant or condition of the Company’s lease. The term of the indemnification is for the term of the related lease agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. To date, the Company had not experienced any material losses related to any of its indemnification obligations, and no material claims with respect thereto were outstanding. The Company is a party in various other contractual disputes and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

Restructuring

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

The following table summarizes the change in the Company’s accrued restructuring balance (in thousands):


	Beginning Balance						Ending Balance
	December 31, 2023		Charges		Payments		September 30, 2024
Severance liability	$	3,896	$	777	$	(4,586)	$	87

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by Seven One Eight Three Four Irrevocable Trust, a trust associated with Dr. Murat Kalayoglu, pursuant to the Series A Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by Seven One Eight Three Four Irrevocable Trust were converted into 1,518,373 newly issued shares of Common Stock. Based on the 25,414,898 shares of common stock outstanding on November 1, 2024, following such optional conversion by Dr. Kalayoglu, there would be 29,879,171 shares of common stock outstanding if all shares of Series A Preferred Stock and all shares of Series B Preferred Stock converted into common stock on such date.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (24,183)	$ 13,836	$ (56,824)	$ (9,002)	$ (11,387)	$ (21,663)	$ (67,171)	$ (42,052)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Grand Revenue	Grant Revenue The Company has contracts with government-sponsored organizations for research and development related activities that provide for payments for reimbursable costs. The Company recognizes grant revenue from these contracts as it performs services under these arrangements when the funding is committed. Expenses associated with these contracts are recognized when incurred as research and development expense. Grant revenue and related expenses are presented gross in the consolidated statements of operations and comprehensive income (loss) as the Company has determined it is the primary obligor under the arrangements relative to the research and development services it performs as lead technical expert. Amounts incurred that are subject to reimbursement from the sponsor are recorded as accounts receivable on the consolidated balance sheets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements or disclosures.

Merger (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Fair Value of Consideration

The total fair value of the consideration of $168.5 million as of the Closing Date is summarized as follows (in thousands):


Forward contract to issue common stock	$	2,713
Forward contract to issue Series A Preferred Stock	155,308
Stock options allocated to consideration paid	10,444
Total consideration	$	168,465

Schedule of Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Closing Date (in thousands):


Assets acquired:	As of November 13, 2023
Cash and cash equivalents	$	6,561
Prepaid expenses and other current assets	309
Property and equipment, net	215
Right-of-use asset, net	915
In-process research and development assets	150,600
Goodwill	48,163
	$	206,763
Liabilities assumed
Accrued expenses and other current liabilities	$	2,530
Lease liability	292
Lease liability, net of current portion	623
Deferred tax liability	34,853
	$	38,298

Net assets acquired	$	168,465

Schedule of Intangible Assets Acquired

The following summarizes the Company’s intangible assets acquired in the Merger (in thousands):


	Acquisition Date Fair Value
Descartes-08 for MG	$	93,900
Descartes-08 for SLE	56,700
Total in-process research and development assets	$	150,600

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per-share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(24,183)	$	(9,002)	$	(67,171)	$	(42,052)



Denominator:
Weighted-average common shares outstanding - basic and diluted	21,471,408		5,160,150		14,561,613		5,129,030



Net loss per share:
Basic and diluted	$	(1.13)	$	(1.74)	$	(4.61)	$	(8.20)

Schedule of Potential Dilutive Shares of Common Stock


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Common stock options, restricted stock units and ESPP shares	2,420,400	734,588	2,420,400	734,588
Warrants to purchase common stock	974,954	1,040,823	974,954	1,040,823
Series A Preferred Stock	5,544,719	—	5,544,719	—

Series B Preferred Stock	437,927	—	437,927	—
Total	9,378,000	1,775,411	9,378,000	1,775,411

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on a Recurring Basis

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	38,622	$	38,622	$	—	$	—





Total assets	$	38,622	$	38,622	$	—	$	—

Liabilities:
Warrant liabilities	$	3,591	$	—	$	—	$	3,591
Contingent value right liability	$	410,500	$	—	$	—	$	410,500
Total liabilities	$	414,091	$	—	$	—	$	414,091


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Money market funds (included in cash equivalents)	$	41,161	$	41,161	$	—	$	—





Total assets	$	41,161	$	41,161	$	—	$	—

Liabilities:
Warrant liabilities	$	6,394	$	—	$	—	$	6,394
Contingent value right liability	$	358,600	$	—	$	—	$	358,600
Forward contract liabilities	$	28,307	$	—	$	28,307	$	—
Total liabilities	$	393,301	$	—	$	28,307	$	364,994

Schedule of Cash and Cash Equivalents

The Company’s consolidated statements of cash flows include the following as of September 30, 2024 and 2023 (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	219,198	$	79,603

Long-term restricted cash	1,669		1,377
Total cash, cash equivalents, and restricted cash	$	220,867	$	80,980

Schedule of Restricted Cash and Cash Equivalents

The Company’s consolidated statements of cash flows include the following as of September 30, 2024 and 2023 (in thousands):


	September 30,
	2024		2023
Cash and cash equivalents	$	219,198	$	79,603

Long-term restricted cash	1,669		1,377
Total cash, cash equivalents, and restricted cash	$	220,867	$	80,980

Schedule of Fair Value Measurement Inputs and Valuation Techniques

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2019 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	4.73	%	4.79	%
Dividend yield	—		—
Expected life (in years)	0.23		0.98
Expected volatility	81.13	%	83.67	%

A summary of the Black-Scholes pricing model assumptions used to record the fair value of the 2022 Warrants liability is as follows:


	September 30,		December 31,
	2024		2023
Risk-free interest rate	3.58	%	4.01	%
Dividend yield	—		—
Expected life (in years)	2.53		3.28
Expected volatility	93.95	%	84.09	%

The significant inputs used to estimate the fair value of the CVR liability, which represented a financial instrument being accounted for under the fair value option, were as follows:


	September 30,
	2024
Estimated cash flow dates	2024-2038
Estimated probability of success	95.0% - 100.0%
Expected volatility of future revenues	22.0	%


	December 31,
	2023
Estimated cash flow dates	2024 - 2038
Estimated probability of success	95.0	%

Risk-adjusted discount rate	13.7	%

Schedule of Changes in the Warrant Liabilities


	Warrant liabilities
Fair value as of December 31, 2023	$	6,394


Change in fair value	(2,803)
Fair value as of September 30, 2024	$	3,591

The following table reflects a roll-forward of fair value for the Company's Level 3 CVR liability for the nine months ended September 30, 2024 (in thousands):


	CVR liability
Fair value as of December 31, 2023	$	358,600

Change in fair value	51,900
Fair value as of September 30, 2024	$	410,500

The following table presents changes in the forward contract liabilities for the periods presented (in thousands):


	Forward contract liabilities
Fair value as of December 31, 2023	$	28,307

Settlements	(35,197)
Change in fair value	6,890
Fair value as of September 30, 2024	$	—

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following (in thousands):


	September 30,		December 31,
	2024		2023
Laboratory equipment	$	11,233	$	6,280
Computer equipment and software	620		702
Leasehold improvements	758		61
Furniture and fixtures	462		452
Office equipment	196		196
Construction in process	3,269		150
Total property and equipment	16,538		7,841
Less: Accumulated depreciation	(6,313)		(5,728)
Property and equipment, net	$	10,225	$	2,113

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	September 30,		December 31,
	2024		2023
Payroll and employee related expenses	$	1,778	$	4,390

Accrued patent fees	729		472
Accrued external research and development costs	3,943		4,896
Accrued professional and consulting services	2,284		4,331

Property and equipment	339		128
Other	290		516
Accrued expenses	$	9,363	$	14,733

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Lease, Cost

For the three and nine months ended September 30, 2024 and 2023, the components of lease costs were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	1,058	$	696	$	2,789	$	2,088
Variable lease cost	380		271		1,129		683
Short-term lease cost	1		1		5		6
Less: Sublease income	(250)		(250)		(1,010)		(756)
Total lease cost	$	1,189	$	718	$	2,913	$	2,021

The following summarizes additional information related to operating leases:


	September 30,
	2024		2023
Weighted-average remaining lease term	4.7 years		4.7 years
Weighted-average discount rate	11.6	%	9.7	%

Schedule of Lessee, Operating Lease, Liability, Maturity

The maturity of the Company’s operating lease liabilities as of September 30, 2024 were as follows (in thousands):


	September 30,
	2024
2024 (remainder)	$	316
2025	4,415
2026	4,538
2027	4,345
2028	2,314
Thereafter	3,596
Total future minimum lease payments	19,524
Less: Imputed interest	4,873
Total operating lease liabilities	$	14,651

Schedule of Operating Lease, Lease Income

The supplemental disclosure for the statement of cash flows related to operating leases was as follows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:	$	2,548	$	1,991

Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights

The following is a summary of warrant activity for the nine months ended September 30, 2024:


	Number of Warrants
	Equity classified	Liability classified	Total	Weighted-average exercise price
Outstanding at December 31, 2023	74,420	966,393	1,040,813	$	45.98

Exercises	(65,681)	—	(65,681)	43.80
Canceled	(178)	—	(178)	503.10
Outstanding at September 30, 2024	8,561	966,393	974,954	$	46.04

Schedule of Authorized Shares of Common Stock for Future Issuance

The Company has authorized shares of common stock for future issuance as of September 30, 2024 as follows:





Exercise of warrants			974,954
Shares available for future stock incentive awards			3,837,543

Unvested restricted stock units			448,211
Outstanding common stock options			1,972,189
Series A Preferred Stock			5,544,719
Series B Preferred Stock			437,927

Total			13,215,543

Stock Incentive Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	799	$	1,189	$	2,287	$	5,058
General and administrative	896		1,132		2,430		3,322
Total stock-based compensation expense	$	1,695	$	2,321	$	4,717	$	8,380

Schedule of Weighted Average Assumptions Used


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024				2024			2023
Risk-free interest rate	4.05		%		4.04		%	3.95		%
Dividend yield	—				—			—
Expected term (in years)	6.23				6.20			5.94
Expected volatility	94.98		%		95.07		%	94.64		%
Weighted-average fair value of common stock	$	17.97			$	19.79		$	34.50

Schedule of Options Activity

The following table summarizes the stock option activity under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and Old Cartesian Plan for options for common stock:


				Weighted-average
	Number of			remaining	Aggregate
	common stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	776,865	$	2.97	6.50	$	13,760
Granted	908,675	$	19.79
Converted from options for Series A Preferred Stock	470,403	$	2.40
Exercised	(106,073)	$	3.12
Forfeited	(77,681)	$	17.12
Outstanding at September 30, 2024	1,972,189	$	10.02	7.11	$	15,207

Vested at September 30, 2024	976,876	$	2.84	5.09	$	13,020
Vested and expected to vest at September 30, 2024	1,830,212	$	9.26	6.94	$	15,190

The following table summarizes the stock option activity under the Old Cartesian Plan for options for Series A Preferred Stock:


	Number of			Weighted-average
	Series A			remaining	Aggregate
	Preferred Stock	Weighted-average		contractual term	intrinsic value
	options	exercise price ($)		(in years)	(in thousands)









Outstanding at December 31, 2023	14,112.299	$	79.94	5.91	$	8,601




Converted to options for common stock	(14,112.299)	$	79.94
Outstanding at September 30, 2024	—	$	—

Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table summarizes the Company’s restricted stock units under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and the Old Cartesian Plan:


	Number of shares	Weighted-average grant date fair value ($)
Unvested at December 31, 2023	—	$	—
Granted	477,037	19.86


Forfeited	(28,826)	19.80
Unvested at September 30, 2024	448,211	$	19.86

Revenue Arrangements (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Changes in Contract Liabilities

The following table presents changes in the Company’s contract liabilities during the nine months ended September 30, 2024 (in thousands):


	Balance at						Balance at
	beginning of period		Additions		Deductions		end of period
Nine Months Ended September 30, 2024
Contract liabilities:
Deferred revenue	$	5,849	$	—	$	(5,849)	$	—
Total contract liabilities	$	5,849	$	—	$	(5,849)	$	—

Related-Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Related Party Transactions

The below issuances and sales to related parties of the Company were made during the three months ended September 30, 2024.


Name	Shares of Series B Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	1,636,832	$	32,737
TAS Partners LLC, affiliate of Timothy A. Springer, Ph.D.	721,361	$	14,427
Chafen Lu, Ph.D., wife of Timothy A. Springer, Ph.D.	1,307	$	26

The November 2023 Private Placement included a delayed settlement mechanism, and as a result, the below issuances and sales to related parties of the Company were made during the nine months ended September 30, 2024.


Name	Shares of Series A Preferred Stock purchased	Total aggregate purchase price (in thousands)
Timothy A. Springer, Ph.D.	99,140.326	$	40,000

Restructuring (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Change in Accrued Restructuring Balance

The following table summarizes the change in the Company’s accrued restructuring balance (in thousands):


	Beginning Balance						Ending Balance
	December 31, 2023		Charges		Payments		September 30, 2024
Severance liability	$	3,896	$	777	$	(4,586)	$	87

Description of the Business (Details) $ / shares in Units, $ in Thousands							1 Months Ended	9 Months Ended
	Jul. 02, 2024 USD ($) $ / shares shares	Apr. 04, 2024	Mar. 27, 2024	Dec. 06, 2023	Dec. 05, 2023 shares	Nov. 13, 2023 USD ($) $ / shares shares	Jul. 31, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares
Cash and Cash Equivalents [Line Items]
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001	$ 0.0001
Temporary equity, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001	$ 0.0001
Reverse stock split conversion ratio		0.0333
Cash, cash equivalents, restricted cash and marketable securities								$ 220,900
Restricted cash and cash equivalents								1,700
Accumulated deficit								(681,818)	$ (614,647)
Russian subsidiary
Cash and Cash Equivalents [Line Items]
Cash maintained in Russian bank accounts								$ 200
Series B Preferred Stock
Cash and Cash Equivalents [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Minimum
Cash and Cash Equivalents [Line Items]
Reverse stock split conversion ratio			0.05
Maximum
Cash and Cash Equivalents [Line Items]
Reverse stock split conversion ratio			0.0333
Securities Purchase Agreement
Cash and Cash Equivalents [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares						149,330.115
Sale of stock, consideration received on transaction						$ 60,250
Securities Purchase Agreement \| Series B Preferred Stock
Cash and Cash Equivalents [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	2,937,903
Sale of stock, consideration received on transaction	$ 130,000
July 2024 Purchase Agreement
Cash and Cash Equivalents [Line Items]
Sale of stock, consideration received on transaction							$ 82,800
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 20.00
Sale of stock, gross consideration received on transaction	$ 130,000
July 2024 Purchase Agreement \| Common stock
Cash and Cash Equivalents [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	3,563,247
July 2024 Purchase Agreement \| Series B Preferred Stock
Cash and Cash Equivalents [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	2,937,903						578,403
Old Cartesian
Cash and Cash Equivalents [Line Items]
Contingent value right, percentage of milestone payments, royalties and other amounts to be distributed				100.00%				100.00%
Old Cartesian \| Common stock
Cash and Cash Equivalents [Line Items]
Issuance of shares (in shares) \| shares						224,099
Old Cartesian \| Preferred stock \| Series A Preferred Stock
Cash and Cash Equivalents [Line Items]
Issuance of shares (in shares) \| shares					384,930.724	384,930.724

Merger - Narrative (Details) - Old Cartesian - shares	Dec. 05, 2023	Nov. 13, 2023
Business Acquisition [Line Items]
Percentage acquired		100.00%
Common stock
Business Acquisition [Line Items]
Issuance of shares (in shares)		224,099
Preferred stock \| Series A Preferred Stock
Business Acquisition [Line Items]
Issuance of shares (in shares)	384,930.724	384,930.724

Merger - Schedule of Fair Value of Consideration (Details) - Old Cartesian $ in Thousands	Nov. 13, 2023 USD ($)
Business Acquisition [Line Items]
Total consideration	$ 168,465
Common stock
Business Acquisition [Line Items]
Forward contract to issue stock and options	2,713
Preferred stock
Business Acquisition [Line Items]
Forward contract to issue stock and options	155,308
Options
Business Acquisition [Line Items]
Forward contract to issue stock and options	$ 10,444

Merger - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Nov. 13, 2023
Assets acquired:
Goodwill	$ 48,163	$ 48,163
Old Cartesian
Assets acquired:
Cash and cash equivalents			$ 6,561
Prepaid expenses and other current assets			309
Property and equipment, net			215
Right-of-use asset, net			915
In-process research and development assets			150,600
Goodwill			48,163
Total assets acquired			206,763
Liabilities assumed
Accrued expenses and other current liabilities			2,530
Lease liability			292
Lease liability, net of current portion			623
Deferred tax liability			34,853
Total liabilities assumed			38,298
Net assets acquired			$ 168,465

Merger - Schedule of Intangible Assets Acquired (Details) - Old Cartesian $ in Thousands	Nov. 13, 2023 USD ($)
Business Acquisition [Line Items]
Acquisition Date Fair Value	$ 150,600
Descartes-08 for MG
Business Acquisition [Line Items]
Acquisition Date Fair Value	93,900
Descartes-08 for SLE
Business Acquisition [Line Items]
Acquisition Date Fair Value	$ 56,700

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (24,183)	$ 13,836	$ (56,824)	$ (9,002)	$ (11,387)	$ (21,663)	$ (67,171)	$ (42,052)
Denominator:
Weighted-average common shares outstanding - basic (in shares)	21,471,408			5,160,150			14,561,613	5,129,030
Weighted-average common shares outstanding - diluted (in shares)	21,471,408			5,160,150			14,561,613	5,129,030
Net loss per share:
Basic (in dollars per share)	$ (1.13)			$ (1.74)			$ (4.61)	$ (8.20)
Diluted (in dollars per share)	$ (1.13)			$ (1.74)			$ (4.61)	$ (8.20)

Net Loss Per Share - Schedule of Potential Dilutive Shares of Common Stock (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Potential common shares
Total (in shares)	9,378,000	1,775,411	9,378,000	1,775,411
Common stock options, restricted stock units and ESPP shares
Potential common shares
Total (in shares)	2,420,400	734,588	2,420,400	734,588
Warrants to purchase common stock
Potential common shares
Total (in shares)	974,954	1,040,823	974,954	1,040,823
Series A Preferred Stock
Potential common shares
Total (in shares)	5,544,719	0	5,544,719	0
Series B Preferred Stock
Potential common shares
Total (in shares)	437,927	0	437,927	0

Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Liabilities:
Forward contract liabilities	$ 0	$ 28,307
Recurring
Assets:
Total assets	38,622	41,161
Liabilities:
Warrant liabilities	3,591	6,394
Contingent value right liability	410,500	358,600
Forward contract liabilities		28,307
Total liabilities	414,091	393,301
Recurring \| Money market funds (included in cash equivalents)
Assets:
Money market funds (included in cash equivalents)	38,622	41,161
Recurring \| Level 1
Assets:
Total assets	38,622	41,161
Liabilities:
Warrant liabilities	0	0
Contingent value right liability	0	0
Forward contract liabilities		0
Total liabilities	0	0
Recurring \| Level 1 \| Money market funds (included in cash equivalents)
Assets:
Money market funds (included in cash equivalents)	38,622	41,161
Recurring \| Level 2
Assets:
Total assets	0	0
Liabilities:
Warrant liabilities	0	0
Contingent value right liability	0	0
Forward contract liabilities		28,307
Total liabilities	0	28,307
Recurring \| Level 2 \| Money market funds (included in cash equivalents)
Assets:
Money market funds (included in cash equivalents)	0	0
Recurring \| Level 3
Assets:
Total assets	0	0
Liabilities:
Warrant liabilities	3,591	6,394
Contingent value right liability	410,500	358,600
Forward contract liabilities		0
Total liabilities	414,091	364,994
Recurring \| Level 3 \| Money market funds (included in cash equivalents)
Assets:
Money market funds (included in cash equivalents)	$ 0	$ 0

Fair Value Measurements - Narrative (Details)							1 Months Ended	9 Months Ended	12 Months Ended
Fair Value Measurements - Narrative (Details)	Jun. 28, 2024 USD ($)	Dec. 13, 2023 USD ($) shares	Dec. 06, 2023 USD ($) shares	Dec. 05, 2023 USD ($) shares	Nov. 15, 2023 shares	Nov. 13, 2023 USD ($) shares	Feb. 11, 2024 USD ($) shares	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, transfers, net								$ 0	$ 0
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net								0	$ 0
Revenue recognized								(5,849,000)
Obligation to issue stock (in shares) \| shares		49,570.162				148,710.488	49,570.163
November 2023 Private Placement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares					619.627	149,330.115
Issuance of stock for settlement of liability		$ 14,800,000					$ 35,200,000
SOBI Purchase Agreement \| Collaborative Arrangement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Revenue recognized	$ 30,000,000							$ 30,000,000
Old Cartesian
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right, percentage of milestone payments, royalties and other amounts to be distributed			100.00%					100.00%
Fixed semi annual amount			$ 750,000
Old Cartesian \| Preferred stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Forward contract to issue stock and options						$ 155,308,000
Settlement of forward contract liability				$ 261,800,000
Old Cartesian \| Preferred stock \| Series A Preferred Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of shares (in shares) \| shares				384,930.724		384,930.724
Old Cartesian \| 2022 Warrants \| Contingent Value Right
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares			30
Dividend yield \| Valuation technique, option pricing model
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input								0
Dividend yield \| Valuation technique, option pricing model \| 2022 Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, measurement input								0	0

Fair Value Measurements - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Cash and cash equivalents	$ 219,198	$ 76,911	$ 79,603
Long-term restricted cash	1,669	1,377	1,377
Total cash, cash equivalents, and restricted cash	$ 220,867	$ 78,288	$ 80,980	$ 108,038

Fair Value Measurements - Assumptions Used to Record the Fair Value of the Warrants (Details) - Valuation technique, option pricing model	Sep. 30, 2024	Dec. 31, 2023
Risk-free interest rate \| 2019 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0473	0.0479
Risk-free interest rate \| 2022 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0358	0.0401
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0
Dividend yield \| 2019 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0
Dividend yield \| 2022 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0
Expected life (in years) \| 2019 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, term	2 months 23 days	11 months 23 days
Expected life (in years) \| 2022 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, term	2 years 6 months 10 days	3 years 3 months 10 days
Expected volatility \| 2019 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.8113	0.8367
Expected volatility \| 2022 Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.9395	0.8409

Fair Value Measurements - Change in the Warrant Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 6,394
Change in fair value	(2,803)
Ending balance	3,591
CVR liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	358,600
Change in fair value	51,900
Ending balance	$ 410,500

Fair Value Measurements - Schedule of Significant Inputs Used to Estimate the Fair Value of the CVRs (Details) - Level 3	Sep. 30, 2024	Dec. 31, 2023
Estimated probability of success
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right liability, measurement input		0.950
Estimated probability of success \| Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right liability, measurement input	0.950
Estimated probability of success \| Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right liability, measurement input	1.000
Expected volatility of future revenues
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right liability, measurement input	0.220
Risk-adjusted discount rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent value right liability, measurement input		0.137

Fair Value Measurements - Change in the Forward Contract Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as of December 31, 2023	$ 28,307
Settlements	(35,197)
Change in fair value	6,890
Fair value as of September 30, 2024	$ 0
Change in fair value, location	Change in fair value of forward contract liabilities

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 16,538	$ 7,841
Less: Accumulated depreciation	(6,313)	(5,728)
Property and equipment, net	10,225	2,113
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	11,233	6,280
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	620	702
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	758	61
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	462	452
Office equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	196	196
Construction in process
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,269	$ 150

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.3	$ 0.1	$ 0.7	$ 0.5

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Payroll and employee related expenses	$ 1,778	$ 4,390
Accrued patent fees	729	472
Accrued external research and development costs	3,943	4,896
Accrued professional and consulting services	2,284	4,331
Property and equipment	339	128
Other	290	516
Accrued expenses	$ 9,363	$ 14,733

Leases - Narrative (Details) $ in Thousands							3 Months Ended
Leases - Narrative (Details) $ in Thousands	Aug. 30, 2024 USD ($) ft²	May 07, 2024 USD ($) ft²	May 01, 2024 USD ($) extension_option	Feb. 28, 2024 USD ($) ft²	Nov. 13, 2023 operating_lease	Oct. 31, 2023 USD ($) ft²	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023	Jul. 17, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 06, 2022 ft²	Sep. 01, 2022 ft²	Jul. 31, 2019 ft²
Operating Leased Assets [Line Items]
Operating lease, weighted average discount rate, percent								11.60%	9.70%
Lease liabilities								$ 14,651
Right-of-use asset, net							$ 10,068	13,523
65 Grove Street, Watertown, MA
Operating Leased Assets [Line Items]
Area of office space leased \| ft²						5,600						7,216	7,216	25,078
Letter of credit outstanding										$ 1,600
Upfront rental payment						$ 1,000
Deferred rent							800	100
Right-of-use asset impairment expense							700
65 Grove Street, Watertown, MA \| Letter of Credit
Operating Leased Assets [Line Items]
Restricted cash											$ 1,600
Long-term restricted cash							$ 1,400	1,400
704 Quince Orchard Road Leases
Operating Leased Assets [Line Items]
Number of acquired operating leases \| operating_lease					2
Operating lease, weighted average discount rate, percent					11.50%
7495 new Horizon Way Lease
Operating Leased Assets [Line Items]
Area of office space leased \| ft²	2,009	7,842		19,199
Letter of credit outstanding								$ 300
Operating lease, weighted average discount rate, percent		14.00%	14.00%
Lease term			7 years 2 months 12 days
Number of options to extend lease \| extension_option			1
Lease renewal term (in years)			5 years
Lease agreement, monthly base rent			$ 900
Base rent upward annual adjustment percentage after first year	3.00%	3.00%	3.00%
Lease agreement, first month's rent paid upon execution of lease agreement				$ 100
Lease liabilities	$ 300	$ 1,200	$ 3,600
Right-of-use asset, net	300	1,200	3,700
Tenant improvement recognized as reduction in right-of-use asset and lease liability		100	$ 700
Additional annual base rent for first year	$ 100	$ 300
7495 new Horizon Way Lease \| Minimum
Operating Leased Assets [Line Items]
Operating lease, cost (as a percent)			100.00%
7495 new Horizon Way Lease \| Maximum
Operating Leased Assets [Line Items]
Operating lease, cost (as a percent)			103.00%

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 1,058	$ 696	$ 2,789	$ 2,088
Variable lease cost	380	271	1,129	683
Short-term lease cost	1	1	5	6
Less: Sublease income	(250)	(250)	(1,010)	(756)
Total lease cost	$ 1,189	$ 718	$ 2,913	$ 2,021

Leases - Operating Lease, Liability, Maturity (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
2024 (remainder)	$ 316
2025	4,415
2026	4,538
2027	4,345
2028	2,314
Thereafter	3,596
Total future minimum lease payments	19,524
Less: Imputed interest	4,873
Total operating lease liabilities	$ 14,651

Leases - Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities:	$ 2,548	$ 1,991

Leases - Lease Term and Discount Rate (Details)	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Weighted-average remaining lease term	4 years 8 months 12 days	4 years 8 months 12 days
Weighted-average discount rate	11.60%	9.70%

Debt (Details) - USD ($)		3 Months Ended	9 Months Ended
Debt (Details) - USD ($)	Sep. 11, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Line of Credit Facility [Line Items]
Total payoff amount of term loan			$ 0	$ 27,457,000
Loss on extinguishment of debt			0	$ 740,000
2020 Term Loans
Line of Credit Facility [Line Items]
Total payoff amount of term loan	$ 22,300,000
Principal amount extinguished	19,800,000
Final payment fee	2,300,000
Prepayment fee	200,000	$ 200,000
Accrued interest	$ 100,000
Loss on extinguishment of debt		700,000
Unamortized debt issuance cost		$ 500,000
Outstanding borrowings			$ 0		$ 0

Convertible Preferred Stock (Details) $ in Thousands												1 Months Ended		3 Months Ended
Convertible Preferred Stock (Details) $ in Thousands	Sep. 25, 2024 shares	Jul. 03, 2024 shares	Jul. 02, 2024 USD ($) shares	Apr. 08, 2024 shares	Mar. 26, 2024 business_day shares	Feb. 11, 2024 shares	Jan. 12, 2024 shares	Dec. 13, 2023 shares	Dec. 05, 2023 shares	Nov. 15, 2023 USD ($) shares	Nov. 13, 2023 USD ($) shares	Jul. 31, 2024 USD ($) shares	Nov. 30, 2023 USD ($)	Sep. 30, 2024 shares	Jun. 30, 2024 shares	Mar. 31, 2024 shares	Dec. 31, 2023 shares
Preferred stock
Temporary equity, shares authorized (in shares)														0			548,375
Obligation to issue stock (in shares)						49,570.163		49,570.162			148,710.488
Convertible preferred stock, shares that did not automatically convert (in shares)				166,341.592
Preferred stock, shares issued (in shares)														0			0
Preferred stock, shares outstanding (in shares)														0			0
Number of business days \| business_day					8
Related Party
Preferred stock
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)					65,681
Securities Purchase Agreement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)											149,330.115
Sale of stock, consideration received on transaction \| $											$ 60,250
Securities Purchase Agreement \| Related Party
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)											149,330.115
Sale of stock, consideration received on transaction \| $											$ 60,250
July 2024 Purchase Agreement
Preferred stock
Sale of stock, consideration received on transaction \| $												$ 82,800
July 2024 Purchase Agreement \| Dr. Timothy A. Springer \| Related Party
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)												1,636,832
Sale of stock, consideration received on transaction \| $			$ 32,737
July 2024 Purchase Agreement \| TAS Partners LLC \| Related Party
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)												721,361
Sale of stock, consideration received on transaction \| $			14,427
July 2024 Purchase Agreement \| Dr. Chafen Lu \| Related Party
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)												1,307
Sale of stock, consideration received on transaction \| $			$ 26
July 2024 Purchase Agreement, Tranche One
Preferred stock
Sale of stock, consideration received on transaction \| $												$ 47,200
November 2023 Private Placement, Tranche One
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)								24,785.081
Sale of stock, consideration received on transaction \| $													$ 10,000
Sale of stock, settlement term													30 days
November 2023 Private Placement, Tranche Three
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)						49,570.163
Sale of stock, consideration received on transaction \| $													$ 20,000
Sale of stock, settlement term													90 days
November 2023 Private Placement, Tranche Two
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)							49,570.163
Sale of stock, consideration received on transaction \| $													$ 20,000
Sale of stock, settlement term													60 days
November 2023 Private Placement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)										619.627	149,330.115
Sale of stock, consideration received on transaction \| $										$ 250
November 2023 Private Placement \| Dr. Timothy A. Springer \| Related Party
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)											99,140.326
Sale of stock, consideration received on transaction \| $											$ 40,000
Common stock
Preferred stock
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)	2,499,976			12,263,951										2,499,976	12,263,951	65,681
Common stock \| Securities Purchase Agreement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)		3,563,247
Common stock \| July 2024 Purchase Agreement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)												3,563,247
Series B Preferred Stock
Preferred stock
Temporary equity, shares authorized (in shares)			2,937,903
Convertible preferred stock (in shares)			1
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)	(2,499,976)
Convertible preferred stock, shares that did not automatically convert (in shares)	437,927
Preferred stock, shares issued (in shares)														437,927			0
Preferred stock, shares outstanding (in shares)														437,927			0
Convertible preferred stock, common stock issuable upon conversion (in shares)														437,927
Series B Preferred Stock \| Securities Purchase Agreement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)			2,937,903
Sale of stock, consideration received on transaction \| $			$ 130,000
Series B Preferred Stock \| July 2024 Purchase Agreement
Preferred stock
Sale of stock, number of shares issued in transaction (in shares)			2,937,903									578,403
Series A Preferred Stock
Preferred stock
Temporary equity, shares authorized (in shares)											548,375
Convertible preferred stock (in shares)					33.333
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)				367,919.247
Preferred stock, shares issued (in shares)														166,341.592			0
Preferred stock, shares outstanding (in shares)														166,341.592			0
Convertible preferred stock, common stock issuable upon conversion (in shares)														5,544,719
Series A Preferred Stock \| Minimum
Preferred stock
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding					0.00%
Series A Preferred Stock \| Maximum
Preferred stock
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding					19.90%
Series A Preferred Stock \| Old Cartesian \| Preferred stock
Preferred stock
Issuance of shares (in shares)									384,930.724		384,930.724

Equity - Narrative (Details) $ / shares in Units, $ in Millions				1 Months Ended	9 Months Ended	12 Months Ended
	Jul. 02, 2024 USD ($) $ / shares shares	Apr. 04, 2024	Oct. 25, 2021 USD ($)	Jul. 31, 2024 USD ($) shares	Sep. 30, 2024 shares	Dec. 31, 2023 shares
Subsidiary, Sale of Stock [Line Items]
Exercise of warrants (in shares)					65,681
Reverse stock split conversion ratio		0.0333
Warrants to purchase common stock
Subsidiary, Sale of Stock [Line Items]
Exercise of warrants (in shares)					65,681
Series B Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock (in shares)	1
At-The-Market Offering
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)					0	0
Sale of stock, consideration received on transaction \| $			$ 51.0
July 2024 Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 20.00
Sale of stock, gross consideration received on transaction \| $	$ 130.0
Sale of stock, consideration received on transaction \| $				$ 82.8
July 2024 Purchase Agreement \| Common stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	3,563,247
July 2024 Purchase Agreement \| Series B Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	2,937,903			578,403
July 2024 Purchase Agreement \| Series B Preferred Stock \| Directors and Executive Officers
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	2,359,500

Equity - Warranty Activity (Details)	9 Months Ended
Equity - Warranty Activity (Details)	Sep. 30, 2024 $ / shares shares
Class Of Warrant Or Right [Roll Forward]
Class of warrant or right, outstanding, beginning balance (in shares)	1,040,813
Exercises (in shares)	(65,681)
Canceled (in shares)	(178)
Class of warrant or right, outstanding, ending balance (in shares)	974,954
Class Of Warrant Or Right Weighted Average Exercise Price [Roll Forward]
Exercise price, beginning balance (in dollars per share) \| $ / shares	$ 45.98
Exercises (in dollars per share) \| $ / shares	43.80
Canceled (in dollars per share) \| $ / shares	503.10
Exercise price, ending balance (in dollars per share) \| $ / shares	$ 46.04
Warrants to purchase common stock
Class Of Warrant Or Right [Roll Forward]
Class of warrant or right, outstanding, beginning balance (in shares)	966,393
Canceled (in shares)	0
Class of warrant or right, outstanding, ending balance (in shares)	966,393
Warrants to purchase common stock
Class Of Warrant Or Right [Roll Forward]
Class of warrant or right, outstanding, beginning balance (in shares)	74,420
Exercises (in shares)	(65,681)
Canceled (in shares)	(178)
Class of warrant or right, outstanding, ending balance (in shares)	8,561

Equity - Schedule of Authorized Shares of Common Stock for Future Issuance (Details)	Sep. 30, 2024 shares
Class of Stock [Line Items]
Total (in shares)	13,215,543
Shares available for future stock incentive awards
Class of Stock [Line Items]
Total (in shares)	3,837,543
Unvested restricted stock units
Class of Stock [Line Items]
Total (in shares)	448,211
Outstanding common stock options
Class of Stock [Line Items]
Total (in shares)	1,972,189
Series A Preferred Stock
Class of Stock [Line Items]
Total (in shares)	5,544,719
Series B Preferred Stock
Class of Stock [Line Items]
Total (in shares)	437,927
Exercise of warrants
Class of Stock [Line Items]
Total (in shares)	974,954

Stock Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Jun. 30, 2024 shares	Jan. 31, 2024 shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares	Mar. 27, 2024	Dec. 31, 2023 shares	Nov. 13, 2023 USD ($) shares	Mar. 31, 2019 shares	Sep. 30, 2018 shares	Jun. 30, 2016 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total (in shares)			13,215,543		13,215,543
Stock‑based compensation expense \| $			$ 1,695	$ 2,321	$ 4,717	$ 8,380
Weighted average grant date fair value of stock options (in dollars per share) \| $ / shares			$ 14.23		$ 15.75	$ 26.89
Rounding down per-share exercise price (in shares)							33.333
Outstanding Series A Preferred Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total (in shares)			1,972,189		1,972,189
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting term					4 years
Weighted average period					3 years 2 months 12 days
Grants in period (in shares)					477,037
Grants in period (in dollars per share) \| $ / shares					$ 19.86
Estimated forfeitures rate					10.00%
Unrecognized compensation expense \| $			$ 5,800		$ 5,800
Common stock \| Outstanding Series A Preferred Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested employee stock options \| $			$ 10,300		$ 10,300
Weighted average period					3 years
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grants (in shares)												40,341
Number of shares authorized, increase (in shares)	3,466,544	215,903
Total (in shares)			3,511,101		3,511,101
Employment Inducement Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grants (in shares)			253,377		253,377
Total (in shares)	360,000							60,833		66,667	39,166
Old Cartesian Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grants (in shares)			27,270		27,270
Award vesting term					4 years
Award expiration term					10 years
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares)			0		0			14,112.299
Unrecognized compensation expense related to unvested employee stock options \| $									$ 2,600
Stock‑based compensation expense \| $			$ 300		$ 1,000
Old Cartesian Plan \| Old Cartestian \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares)									776,865
Old Cartesian Plan \| Old Cartestian \| Preferred stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares)									14,112.299

Stock Incentive Plans - Schedule of Stock-Based Compensation Expense Related to Stock Options and Restricted Common Stock (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,695	$ 2,321	$ 4,717	$ 8,380
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	799	1,189	2,287	5,058
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 896	$ 1,132	$ 2,430	3,322
Ginkgo Bioworks Holdings, Inc
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense				$ 1,500

Stock Incentive Plans - Schedule of Assumptions (Details) - Options - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.05%	4.04%	3.95%
Dividend yield	0.00%	0.00%	0.00%
Expected term (in years)	6 years 2 months 23 days	6 years 2 months 12 days	5 years 11 months 8 days
Expected volatility	94.98%	95.07%	94.64%
Weighted-average fair value of common stock (in dollars per share)	$ 17.97	$ 19.79	$ 34.50

Stock Incentive Plans - Summary of Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
2016 Plan, 2018 Inducement Incentive Award Plan and Old Cartesian Plan
Number of Options
Beginning balance (in shares) \| shares	776,865
Granted (in shares) \| shares	908,675
Converted from options for series A Preferred Stock (in shares) \| shares	470,403
Exercised (in shares) \| shares	(106,073)
Forfeited (in shares) \| shares	(77,681)
Ending balance (in shares) \| shares	1,972,189	776,865
Vested (in shares) \| shares	976,876
Vested and expected to vest (in shares) \| shares	1,830,212
Weighted-average exercise price
Beginning balance (in dollars per share) \| $ / shares	$ 2.97
Granted (in dollars per share) \| $ / shares	19.79
Converted from options for series A Preferred Stock (in dollars per share) \| $ / shares	2.40
Exercised (in dollars per share) \| $ / shares	3.12
Forfeited (in dollars per share) \| $ / shares	17.12
Ending balance (in dollars per share) \| $ / shares	10.02	$ 2.97
Vested (in dollars per share) \| $ / shares	2.84
Vested and expected to vest (in dollars per share) \| $ / shares	$ 9.26
Weighted-average remaining contractual term
Outstanding, term	7 years 1 month 9 days	6 years 6 months
Vested, term	5 years 1 month 2 days
Vested and expected to vest, term	6 years 11 months 8 days
Aggregate intrinsic value
Outstanding \| $	$ 15,207	$ 13,760
Vested \| $	13,020
Vested and expected to vest \| $	$ 15,190
Old Cartesian Plan
Number of Options
Beginning balance (in shares) \| shares	14,112.299
Converted to options for common stock (in shares) \| shares	(14,112.299)
Ending balance (in shares) \| shares	0	14,112.299
Weighted-average exercise price
Beginning balance (in dollars per share) \| $ / shares	$ 79.94
Converted to options for common stock (in dollars per share) \| $ / shares	79.94
Ending balance (in dollars per share) \| $ / shares	$ 0	$ 79.94
Weighted-average remaining contractual term
Outstanding, term		5 years 10 months 28 days
Aggregate intrinsic value
Outstanding \| $		$ 8,601

Stock Incentive Plans - Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at beginning of period (in shares) \| shares	0
Grants in period (in shares) \| shares	477,037
Forfeited in period (in shares) \| shares	(28,826)
Unvested at end of period (in shares) \| shares	448,211
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested at beginning of period (in dollars per share) \| $ / shares	$ 0
Grants in period (in dollars per share) \| $ / shares	19.86
Forfeited in period (in dollars per share) \| $ / shares	19.80
Unvested at end of period (in dollars per share) \| $ / shares	$ 19.86

Stock Incentive Plans - Employee Stock Purchase Plan (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized and reserved for future issuance (in shares)	13,215,543		13,215,543
Stock‑based compensation expense	$ 1,695,000	$ 2,321,000	$ 4,717,000	$ 8,380,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized and reserved for future issuance (in shares)	45,795		45,795		5,769
Stock‑based compensation expense	$ 0	$ 100,000	$ 0	$ 100,000

Revenue Arrangements - Narrative (Details) - USD ($)		1 Months Ended			3 Months Ended			9 Months Ended
Revenue Arrangements - Narrative (Details) - USD ($)	Jun. 28, 2024	Jan. 31, 2023	Oct. 31, 2021	Jun. 30, 2020	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred revenue related to agreement					$ 0			$ 0			$ 5,849,000
Deferred revenue					0			0			2,311,000
Deferred revenue, net of current portion					0			0			3,538,000
Accounts receivable					4,829,000			4,829,000			5,870,000
Revenue recognized								(5,849,000)
Collaboration and license revenue					0	$ 6,551,000		39,111,000	$ 17,738,000
Remaining performance obligation					0			0
Grant revenue					387,000	0		561,000	0
National Institute of Neurological Disorders and Stroke of the National Institutes of Health Funding
Disaggregation of Revenue [Line Items]
Government assistance, award amount										$ 1,500,000
Government assistance, potential additional award amount										$ 1,500,000
Government assistance, asset, current					600,000			600,000
Grant revenue					400,000			600,000
SOBI Purchase Agreement
Disaggregation of Revenue [Line Items]
Accounts receivable					4,200,000			4,200,000			4,600,000
Collaboration and license revenue					0	5,000,000		32,800,000	13,700,000
SOBI Purchase Agreement \| Billed Revenues
Disaggregation of Revenue [Line Items]
Accounts receivable					1,000,000.0			1,000,000.0			3,000,000.0
Takeda Agreement
Disaggregation of Revenue [Line Items]
Deferred revenue					0			0			0
Upfront cash payment			$ 3,000,000
Future additional payments, expected			$ 1,124,000,000
Milestone payments							$ 500,000
Customer, liability, revenue recognized, including opening balance					0	0		0	600,000
Collaborative Arrangement \| SOBI Purchase Agreement
Disaggregation of Revenue [Line Items]
Upfront cash payment				$ 75,000,000
Sales milestone payments				$ 630,000,000
Revenue recognized	$ 30,000,000							30,000,000
Astellas Gene Therapies
Disaggregation of Revenue [Line Items]
Upfront payment		$ 10,000,000
Development and commercial milestones plus royalties		$ 340,000,000
Deferred revenue related to agreement					0			0
Deferred revenue											2,300,000
Deferred revenue, net of current portion											3,500,000
Accounts receivable					100,000			100,000			$ 300,000
Revenue recognized					0	1,500,000		6,300,000	2,900,000
Revenue, remaining performance obligation recognized								3,200,000
Sarepta Therapeutics, Inc.
Disaggregation of Revenue [Line Items]
Revenue recognized					$ 0	$ 0		$ 0	$ 500,000
Option term				24 months

Revenue Arrangements - Schedule of Changes in Contract Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Contract liabilities:
Deferred revenue, beginning of period	$ 5,849
Deferred revenue, additions	0
Deferred revenue, deductions	(5,849)
Deferred revenue, end of period	0
Contract liabilities, beginning of period	5,849
Additions	0
Deductions	(5,849)
Contract liabilities, end of period	$ 0

Related-Party Transactions - Number of Shares of Common Stock Purchased (Details) - USD ($) $ in Thousands				1 Months Ended
	Jul. 02, 2024	Nov. 15, 2023	Nov. 13, 2023	Jul. 31, 2024
July 2024 Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, consideration received on transaction				$ 82,800
November 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		619.627	149,330.115
Sale of stock, consideration received on transaction		$ 250
Dr. Timothy A. Springer \| Related Party \| July 2024 Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				1,636,832
Sale of stock, consideration received on transaction	$ 32,737
Dr. Timothy A. Springer \| Related Party \| November 2023 Private Placement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			99,140.326
Sale of stock, consideration received on transaction			$ 40,000
TAS Partners LLC \| Related Party \| July 2024 Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				721,361
Sale of stock, consideration received on transaction	14,427
Dr. Chafen Lu \| Related Party \| July 2024 Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				1,307
Sale of stock, consideration received on transaction	$ 26

Related-Party Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Mar. 26, 2024	Nov. 13, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Weighted average exercise price (in dollars per share)			$ 46.04		$ 45.98
Proceeds from exercise of common warrants			$ 2,877	$ 0
Securities Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		149,330.115
Sale of stock, consideration received on transaction		$ 60,250
Related Party
Related Party Transaction [Line Items]
Issuance of common stock upon exercise of warrants and Conversion of Series A Preferred Stock to common stock (in shares)	65,681
Issuance of CVRs upon exercise of warrants (in shares)	1,970,443
Related Party \| 2019 Warrants
Related Party Transaction [Line Items]
Warrants exercised (in shares)	65,681
Weighted average exercise price (in dollars per share)	$ 43.80
Proceeds from exercise of common warrants	$ 2,900
Related Party \| Securities Purchase Agreement
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		149,330.115
Sale of stock, consideration received on transaction		$ 60,250

Collaboration and License Agreements - Biogen M.A., Inc. (Details)	Sep. 08, 2023
Biogen M.A., Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Written notice for agreement termination	30 days

Collaboration and License Agreements - National Cancer Institute of the National Institutes of Health (Details) - NCI Agreement $ in Millions	Sep. 16, 2019 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License and option agreement, royalty payment	$ 0.1
License and option agreement, benchmark royalties, maximum	$ 0.8
Written notice for agreement termination	60 days

Collaboration and License Agreements - Ginkgo Agreement (Details) - Ginkgo Agreement - USD ($) $ in Millions			12 Months Ended
	Jan. 03, 2022	Oct. 25, 2021	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Clinical and commercial milestone payment, expected	$ 207.0	$ 85.0
Milestone payment			$ 1.0	$ 0.5
Collaborative arrangement, number of shares issued for milestone achievement (in shares)			44,642	29,761
Collaborative arrangement, shares issued for milestone achievement, amount			$ 1.5	$ 1.0

Collaboration and License Agreements - Genovis (Details) $ in Millions	1 Months Ended
	Feb. 28, 2023 USD ($)
Genovis AB
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment	$ 4.0

Collaboration and License Agreements - Cyrus Biotechnology, Inc. (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	Sep. 07, 2021	Sep. 30, 2021	Sep. 30, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity securities without readily determinable fair value, amount			$ 2,000	$ 2,000
Cyrus Biotechnology, Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment		$ 1,500,000
Equity securities, stock purchase agreement, shares purchased (in shares)	2,326,934
Equity securities without readily determinable fair value, amount	$ 2,000		$ 2,000
Cyrus Biotechnology, Inc. \| Series B Preferred Stock Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity securities, stock purchase agreement, par value per share (in dollars per share)	$ 0.0001
Equity securities, stock purchase agreement, purchase price per share (in dollars per share)	$ 0.8595

Collaboration and License Agreements - AskBio (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration expense	$ 17,962,000	$ 19,616,000	$ 56,838,000	$ 67,822,000
AskBio License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration expense	$ 0	$ 100,000	$ 0	$ 100,000
Cost share percentage	50.00%	50.00%	50.00%	50.00%

Collaboration and License Agreements - Shenyang Sunshine Pharmaceutical Co., Ltd (Details) - 3SBio License $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount of upfront and milestone-based payments	$ 7.0
Aggregate amount for future payments upon achievement of clinical and regulatory approval milestones for products containing ImmTOR platform	$ 15.0

Defined Contribution Plan (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Vesting period			2 years
Employer contribution made, net	$ 0.1	$ 0.1	$ 0.2	$ 0.3

Restructuring - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended	18 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2024
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated, period percent			90.00%
Restructuring charges	$ 777	$ 6,400
Cash payments for employee related restructuring charges	4,586	2,500
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges	200	5,600
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 600	$ 800

Restructuring - Schedule of Change in Accrued Restructuring Balance (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 3,896
Charges	777	$ 6,400
Payments	(4,586)	(2,500)
Ending Balance	$ 87	$ 3,896

Subsequent Events (Details) - shares				3 Months Ended
Subsequent Events (Details) - shares	Oct. 11, 2024	Sep. 25, 2024	Apr. 08, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Nov. 01, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, shares outstanding (in shares)				23,896,525				5,397,597
Common stock
Subsequent Event [Line Items]
Conversion of Series A Preferred Stock to common stock (in shares)		2,499,976	12,263,951	2,499,976	12,263,951	65,681
Common stock, shares outstanding (in shares)				23,896,525	17,816,238	5,515,836		5,397,597	5,161,825	5,114,289	5,114,269	5,101,459
Series A Preferred Stock
Subsequent Event [Line Items]
Conversion of Series A Preferred Stock to common stock (in shares)			367,919.247
Series A Preferred Stock \| Preferred stock
Subsequent Event [Line Items]
Conversion of Series A Preferred Stock to common stock (in shares)					(367,919.247)
Common stock, shares outstanding (in shares)				166,341.592	166,341.592	534,260.839		0
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares outstanding (in shares)							25,414,898
Common stock, shares, outstanding, proforma as if preferred stock converted (in shares)							29,879,171
Subsequent Event \| Common stock
Subsequent Event [Line Items]
Conversion of Series A Preferred Stock to common stock (in shares)	1,518,373
Subsequent Event \| Series A Preferred Stock \| Preferred stock
Subsequent Event [Line Items]
Conversion of Series A Preferred Stock to common stock (in shares)	(45,551.19)

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