Cartesian Therapeutics Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 7, 2024
RNAC$6.89-1.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
See the “Index to Consolidated Financial Statements” on page F-1 below for the list of financial statements filed as part of this report.
(a)(2) Financial Statement Schedules
All financial schedules have been omitted because the required information is either presented in the consolidated financial statements filed as part of this Annual Report on Form 10-K or the notes thereto or is not required.
(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | FilingDate |
| 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 |
| 3.2 | Amended and Restated By-laws of Cartesian Therapeutics, Inc. | 10-Q | 001-37798 | 3.2 | 11/13/2023 |
| 4.1 | Specimen Stock Certificate evidencing the shares of common stock | S-1 | 333-211555 | 4.2 | 5/24/2016 |
| 4.2 | Form of Warrant to Purchase Shares of Series D Preferred Stock, dated August 9, 2013 or July 25, 2014, issued by the Registrant to Oxford Finance LLC and Square One Bank, together with a schedule of warrant holders | S-1 | 333-211555 | 4.5 | 5/24/2016 |
| 4.3 | Form of Warrant to Purchase Shares of Series E Preferred Stock, dated December 31, 2015, issued by the Registrant to Oxford Finance LLC and Square One Bank, together with a schedule of warrant holders | S-1 | 333-211555 | 4.6 | 5/24/2016 |
| 4.4 | Common Stock Purchase Warrant, dated June 27, 2017, by and between the Registrant and Timothy Springer, Ph.D. | 8-K | 001-37798 | 4.1 | 6/28/2017 |
| 4.5 | Registration Rights Agreement, dated December 23, 2019, by and among the Registrant and the Investors named therein | 8-K | 001-37798 | 10.2 | 12/26/2019 |
| 4.6 | Registration Rights Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ) | 10-Q | 001-37798 | 4.1 | 8/6/2020 |
| 4.7 | Registration Rights Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ), as amended on November 4, 2020 | 10-Q | 001-37798 | 4.2 | 11/5/2020 |
| 4.8(a) | Form of Common Stock Purchase Warrant, dated December 23, 2019 | 8-K | 001-37798 | 4.1 | 12/26/2019 |
| 4.8(b) | Form of Amendment No. 1 to Common Stock Purchase Warrant by and between Selecta Biosciences, Inc. and certain Directors, dated December 20, 2022 | 10-K | 001-37798 | 4.8(b) | 3/2/2023 |
| 4.9 | Form of Warrant to Purchase Stock, dated August 31, 2020, issued by Selecta Biosciences, Inc. to Oxford Finance LLC and Silicon Valley Bank, together with a schedule of warrants. | 8-K | 001-37798 | 4.1 | 9/3/2020 |
| 4.10 | Form of Common Stock Purchase Warrant, dated April 11, 2022 | 8-K | 001-37798 | 4.1 | 4/6/2022 |
| 4.11 | Form of Contingent Value Rights Agreement | 8-K | 001-37798 | 2.1 | 11/13/2023 |
| 4.12 | Registration Rights Agreement, by and among Selecta Biosciences, Inc. and certain purchasers party thereto | 8-K | 001-37798 | 10.2 | 11/13/2023 |
| 4.13 | 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 |
| 4.14 | Description of Securities | — | — | — | Filed herewith |
| 10.1# | 2016 Incentive Award Plan and form of award agreements thereunder | S-1/A | 333-211555 | 10.2 | 6/8/2016 |
| 10.2# | 2016 Employee Stock Purchase Plan | S-1/A | 333-211555 | 10.3 | 6/8/2016 |
| 10.3# | Amended and Restated Cartesian Therapeutics, Inc. 2018 Employment Inducement Incentive Award Plan, and forms of award agreements thereunder | S-8 | 333-276486 | 99.2 | 1/12/2024 |
| 10.4# | 2008 Stock Incentive Plan and form of award agreements thereunder | S-1/A | 333-211555 | 10.1 | 6/20/2016 |
| 10.5# | Cartesian Therapeutics, Inc. 2016 Stock Incentive Plan, and forms of award agreements thereunder | S-8 | 333-276486 | 99.1 | 1/12/2024 |
| 10.6# | Non-Employee Director Compensation Program | — | — | — | Filed herewith |
| 10.7# | Form of Indemnification Agreement for Directors and Officers | S-1 | 333-211555 | 10.5 | 5/24/2016 |
| 10.8† | Amended and Restated License Agreement, dated as of May 31, 2017, by and between the Registrant and Shenyang Sunshine Pharmaceutical Co., Ltd. | 10-Q | 001-37798 | 10.6 | 8/11/2017 |
| 10.9† | Manufacturing Services Agreement, dated as of August 1, 2014, by and between the Registrant and Shenyang Sunshine Pharmaceutical Co., Ltd. | S-1 | 333-211555 | 10.10 | 5/24/2016 |
| 10.10(a) | Lease Agreement by and between BRE-BMR Grove LLC and Selecta Biosciences, Inc. dated July 23, 2019 | 10-Q | 001-37798 | 10.3 | 11/8/2019 |
| 10.10(b) | First Amendment to Lease by and between BRE-BMR Grove LLC and Selecta Biosciences, Inc. dated September 1, 2022 | 10-Q | 001-37798 | 10.1 | 11/3/2022 |
| 10.11(a)† | Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated May 11, 2018 | — | — | — | Filed herewith |
| 10.11(b)† | First Amendment to Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated March 22, 2021 | — | — | — | Filed herewith |
| 10.11(c)† | Second Amendment to Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated May 3, 2021 | — | — | — | Filed herewith |
| 10.12† | Lease Agreement by and between 7495 RP, LLC and Cartesian Therapeutics, Inc. dated February 28, 2024 | — | — | — | Filed herewith |
| 10.13# | Employment Agreement, dated as of September 25, 2018, by and between the Registrant and Carsten Brunn, Ph.D. | 8-K | 001-37798 | 10.2 | 9/27/2018 |
| 10.14# | Employment Agreement, dated as of November 9, 2022, by and between the Registrant and Blaine Davis | 10-K | 001-37798 | 10.15 | 3/2/2023 |
| 10.15(a)† | License and Development Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ) | 10-Q | 001-37798 | 10.2 | 8/6/2020 |
| 10.15(b)† | Amendment No. 1 to License and Development Agreement, dated as of October 31, 2023, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ) | — | — | — | Filed herewith |
| 10.16† | Patent License Agreement, between Cartesian Therapeutics, Inc. and the U.S. Department of Health and Human Services, as represented by the National Cancer Institute of the National Institutes of Health, dated September 16, 2019 | — | — | — | Filed herewith |
| 10.17† | Patent License Agreement by and between Biogen MA, Inc. and Cartesian Therapeutics, Inc., dated September 8, 2023 | — | — | — | Filed herewith |
| 10.18 | Securities Purchase Agreement, dated June 26, 2017, by and between the Registrant and Timothy Springer, Ph.D. | 8-K | 001-37798 | 10.2 | 6/28/2017 |
| 10.19 | Stock Purchase Agreement, dated August 19, 2019, by and among the Registrant and the Investors named therein | 8-K | 001-37798 | 10.1 | 8/20/2019 |
| 10.20(a) | Loan and Security Agreement, dated August 31, 2020, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a lender, and Silicon Valley Bank, as a lender. | 8-K | 001-37798 | 10.1.1 | 9/3/2020 |
| 10.20(b) | First Amendment to Loan and Security Agreement, dated September 7, 2021, by and among Selecta Biosciences, Inc., Oxford Finance LLC, and Silicon Valley Bank | 10-Q | 001-37798 | 10.3 | 11/9/2021 |
| 10.20(c) | Second Amendment to Loan and Security Agreement, dated March 21, 2022, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a lender, and Silicon Valley Bank, as a lender | 8-K | 001-37798 | 10.1 | 3/21/2022 |
| 10.20(d) | Third Amendment to Loan and Security Agreement, dated September 20, 2022, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a Lender, and Silicon Valley Bank, as a Lender | 10-Q | 001-37798 | 10.2 | 11/3/2022 |
| 10.20(e) | Fourth Amendment to Loan and Security Agreement, dated March 31, 2023, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a lender, and 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)), as a lender | 10-Q | 001-37798 | 10.1 | 5/4/2023 |
| 10.21† | License and Development Agreement, dated January 8, 2023, by and between Selecta Biosciences, Inc. and Audentes Therapeutics, Inc. | — | — | — | Filed herewith |
| 10.22# | Form of Retention Bonus Letter | 8-K | 001-37798 | 10.3 | 11/13/2023 |
| 10.23 | Securities Purchase Agreement, dated as of November 13, 2023, by and among Selecta Biosciences, Inc. and each purchaser identified on Annex A thereto | 8-K | 001-37798 | 10.1 | 11/13/2023 |
| 21.1 | Subsidiaries of Cartesian Therapeutics, Inc. | — | — | — | Filed herewith |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | — | — | — | 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 |
| 97 | Cartesian Therapeutics, Inc. Compensation Clawback Policy | — | — | — | Filed 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 |
| 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 |
| # Indicates management contract or compensatory plan. | |||||
|---|---|---|---|---|---|
| * 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. | |||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.