|
|
|
|
|
CUSIP No. 816212104 |
|
|
|
Page
6
of 10 Pages |
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value
$0.0001 (the Common Stock), of Cartesian Therapeutics, Inc., a Delaware corporation (the Issuer), filed by Murat Kalayoglu, Seven One Eight Three Four Irrevocable Trust (the Trust), Elizabeth
Hoge and Sinan Kalayoglu (collectively, the Reporting Persons) on November 22, 2023 (such joint statement, as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
|
1. |
Item 3 of the Schedule 13D is hereby amended and restated in full as follows: |
|
Item 3. |
Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired the right to receive an aggregate 118,714 shares of Common Stock and 203,892.376 shares of Series A Non-Voting Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the Series A Preferred Stock) pursuant to the Merger described in Item 4 below.
The Reporting Persons acquired an aggregate 619.627 shares of Series A Preferred Stock pursuant to the Financing described in Item 4 below for
an aggregate purchase price of $249,999.98. The funds used by the Trust to purchase shares in the Financing consisted of personal funds transferred to the Trust by Murat Kalayoglu.
On January 2, 2024, Murat Kalayoglu acquired an option to purchase up to 7,600 shares of Common Stock at an exercise price of $19.656 per
share in consideration of his service on the Issuers board of directors.
The information set forth under Item 4 of this Schedule 13D
is incorporated by reference into this Item 3.
|
2. |
Item 4 of the Schedule 13D is hereby amended by inserting the following at the end of such section:
|
Amendment to Certificate of Designation
On March 26, 2024, the Company, with the consent of the holders of Series A Preferred Stock required thereby, amended the Certificate of
Designation (such amendment, the Amendment to the Certificate of Designation) such that the Automatic Conversion (as defined in the Certificate of Designation) will occur at 5:00 p.m. eight business days following stockholder
approval of the Conversion Proposal.
Reverse Stock Split
On April 4, 2024, the Company effected a reverse stock split of the Common Stock at a ratio of 1-for-30, whereby every 30 shares of Common Stock outstanding were combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock.
Proportionate adjustments were made to the conversion ratio of the Series A Preferred Stock in accordance with the Certificate of Designations. All share amounts in this Amendment No. 1 are presented on a split-adjusted basis.