SEC Form SC 13D/A filed by Cartesian Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)*

Cartesian Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

816212104

(CUSIP Number)

Michael K. Bradshaw, Jr.

Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue NW, Suite 900

Washington, DC 20001

Tel: (202) 689-2800

Fax: (202) 689-2860

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent. 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 13 to the statement on Schedule 13D (this “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Shares”), of Cartesian Therapeutics, Inc. (formerly known as Selecta Biosciences, Inc.), a Delaware corporation (the “Issuer”), originally filed by Timothy A. Springer (“Dr. Springer”), TAS Partners LLC (“TAS”), Chafen Lu (“Dr. Lu” and, collectively with Dr. Springer and TAS, the “Reporting Persons”) and Leukon Investments, LP (“Leukon”) filed on March 27, 2019, as amended by Amendment No. 1 filed on August 23, 2019, Amendment No. 2 filed on September 16, 2019, Amendment No. 3 filed on December 17, 2019, Amendment No. 4 filed on January 2, 2020, Amendment No. 5 filed on October 15, 2020, Amendment No. 6 filed on October 23, 2020, Amendment No. 7 filed on May 27, 2021, Amendment No. 8 filed on December 15, 2021, Amendment No. 9 filed on December 27, 2021, Amendment No. 10 filed on September 25, 2023, Amendment No. 11 filed on November 17, 2023 and Amendment No. 12 filed on March 28, 2024 (such statement and amendments, as further amended herein, the “Schedule 13D”), amends the Schedule 13D as set forth below.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically amended by this Amendment No. 13, items in the Schedule 13D are unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to be supplemented by the following:

On March 27, 2024, the Issuer held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Issuer approved a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the Common Stock and the conversion of the Series A Preferred Stock into shares of Common Stock. The Reverse Stock Split as effected on April 4, 2024. The amount of securities reported in this Amendment No. 13 reflect the Reverse Stock Split. On April 8, 2024, the conversion of the majority of the shares of Series A Preferred Stock occurred automatically (the “Automatic Conversion”). The remaining shares of Series A Preferred Stock remain subject to certain beneficial ownership limitations described in the Issuer’s filings with the Securities and Exchange Commission. At the time of the Automatic Conversion, all of the Reporting Persons’ shares of Series A Preferred Stock converted into shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of Schedule 13D is hereby amended and restated in full as follows:

The information set forth under Item 3 and the cover page of the Schedule 13D is incorporated herein by reference into this Item 5.

(a) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Statement, are based on a total of 17,779,787 Shares issued and outstanding as of April 8, 2024, as reported on the Issuer’s Current Report on Form 8-K, dated April 9, 2024. All of the Share numbers reported below, and on each Reporting Person’s cover page to this Statement, are as of April 8, 2024.

The Reporting Persons, in the aggregate, beneficially own 6,473,184 Shares, representing approximately 36.4% of such class of securities.

Dr. Springer is the beneficial owner of a total of 6,473,184 Shares, representing approximately 36.4% of the outstanding Shares and consisting of (i) 4,373,966 Shares held directly, (ii) 1,055 Shares issuable upon exercise of outstanding options exercisable within 60 days of April 8, 2024, (iii) 1,927,630 Shares held by TAS, (iv) 167,040 Shares underlying warrants exercisable within 60 days of April 8, 2024 held by TAS, and (v) 3,493 Shares held by Dr. Lu.

TAS is the beneficial owner of a total of 2,094,670 Shares, representing approximately 11.8% of the outstanding Shares and consisting of (i) 1,927,630 Shares and (ii) 167,040 Shares underlying warrants exercisable within 60 days of April 8, 2024. TAS holds all such Shares directly. Dr. Springer is the sole managing member of TAS.

Dr. Lu is the beneficial owner of a total of 3,493 Shares, representing approximately 0.0% of the outstanding Shares. Dr. Lu holds all such Shares directly. Dr. Lu is the spouse of Dr. Springer.

(b) Dr. Springer exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by TAS. Dr. Springer disclaims beneficial ownership of the Shares held by TAS, except to the extent of his pecuniary interest therein. Dr. Lu exercises sole voting and dispositive power over the Shares held by her directly.

(c) The Reporting Persons have not engaged in any transactions with respect to the Shares during the 60 days before the date of this filing, except as described herein and in Item 3 of Schedule 13D.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

[signature page follows]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 12, 2024