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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 20, 2024
 
CARTESIAN THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-37798 26-1622110
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
704 Quince Orchard Road, Gaithersburg, MD 20878
(Address of principal executive offices)(Zip Code)
 
(617) 923-1400
Registrant’s telephone number, including area code
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock (Par Value $0.0001)RNACThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o


Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 20, 2024, Cartesian Therapeutics, Inc. (the “Company”) held its previously announced Special Meeting of Stockholders (the “Special Meeting”). A total of 16,229,218 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), were present electronically or by proxy at the Special Meeting, representing approximately 75.90% of the Company’s outstanding Common Stock as of the July 29, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, both of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 16, 2024 (the “Proxy Statement”).
Proposal 1:    Approval of the issuance of shares of the Company’s Common Stock upon conversion of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”).
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
12,514,261150,0601,650—
The above voting results for Proposal 1 do not include the 3,563,247 shares of Common Stock that were issued in the Company’s July 2024 private placement transaction. Such shares were not entitled to vote on Proposal 1 for purposes of compliance with the applicable listing rules of The Nasdaq Stock Market LLC (“Nasdaq”). In order to comply with applicable Nasdaq rules, the Company instructed the inspector of elections to conduct a separate tabulation that subtracted 3,563,247 shares of Common Stock from the total number of shares of Common Stock that voted in favor of Proposal 1 to determine whether Proposal 1 was adopted in accordance with such rules. These 3,563,247 shares of Common Stock were eligible to vote on Proposal 1 for purposes of adopting Proposal 1 under Delaware law.
Based on the votes set forth above, the stockholders of the Company approved Proposal 1.
Proposal 2: Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal 1.
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
16,076,183151,7891,246—
Based on the votes set forth above, the stockholders of the Company approved Proposal 2.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 CARTESIAN THERAPEUTICS, INC.
  
  
Date: September 23, 2024By:/s/ Carsten Brunn, Ph.D.
  Carsten Brunn, Ph.D.
  President and Chief Executive Officer

v3.24.3
Cover Page Document
Sep. 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 20, 2024
Entity Registrant Name CARTESIAN THERAPEUTICS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37798
Entity Tax Identification Number 26-1622110
Entity Address, Address Line One 704 Quince Orchard Road,
Entity Address, City or Town Gaithersburg,
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20878
City Area Code 617
Local Phone Number 923-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock (Par Value $0.0001)
Trading Symbol RNAC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001453687
Amendment Flag false
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