Cartesian Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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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.
FY2025 · Filed Mar 9, 2026
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 |
| 3.1(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. | 8-K | 001-37798 | 3.2 | 10/30/2025 |
| 4.1 | Specimen Stock Certificate evidencing the shares of common stock | 10-K | 001-37798 | 4.1 | 3/13/2025 |
| 4.2 | 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 |
| 4.3 | 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 |
| 4.4 | 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 |
| 4.5 | 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 |
| 4.6 | Form of Common Stock Purchase Warrant, dated April 11, 2022 | 8-K | 001-37798 | 4.1 | 4/6/2022 |
| 4.7 | Form of Contingent Value Rights Agreement | 8-K | 001-37798 | 2.1 | 11/13/2023 |
| 4.8 | Registration Rights Agreement, by and among Selecta Biosciences, Inc. and certain purchasers party thereto | 8-K | 001-37798 | 10.2 | 11/13/2023 |
| 4.9(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 |
| 4.9(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 |
| 4.10 | 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 |
| 4.11 | Form of Registration Rights Agreement, dated as of July 2, 2024, by and among the Registrant and the Investors named therein. | 8-K | 001-37798 | 10.2 | 7/2/2024 |
| 4.12 | Description of Securities | — | — | — | Filed herewith |
| 10.1# | Amended and Restated 2016 Incentive Award Plan and form of award agreements thereunder | S-1 | 333-281204 | 10.1 | 8/2/2024 |
| 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 | 10-K | 001-37798 | 10.3 | 3/13/2025 |
| 10.4# | Cartesian Therapeutics, Inc. 2016 Stock Incentive Plan, and forms of award agreements thereunder | S-8 | 333-276486 | 99.1 | 1/12/2024 |
| 10.5# | Non-Employee Director Compensation Program | 10-K | 001-37798 | 10.5 | 3/13/2025 |
| 10.6# | Form of Indemnification Agreement for Directors and Officers | S-1 | 333-211555 | 10.5 | 5/24/2016 |
| 10.7† | 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 |
| 10.8† | 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 |
| 10.9(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 |
| 10.9(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 |
| 10.10(a)† | Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated May 11, 2018 | 10-K | 001-37798 | 10.11(a) | 3/7/2024 |
| 10.10(b)† | First Amendment to Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated March 22, 2021 | 10-K | 001-37798 | 10.11(b) | 3/7/2024 |
| 10.10(c)† | Second Amendment to Lease Agreement by and between 704 Quince Orchard Owner, LLC and Cartesian Therapeutics, Inc. dated May 3, 2021 | 10-K | 001-37798 | 10.11(c) | 3/7/2024 |
| 10.11(a)† | Lease Agreement by and between 7495 RP, LLC and Cartesian Therapeutics, Inc. dated February 28, 2024 | 10-K | 001-37798 | 10.12 | 3/7/2024 |
| 10.11(b)† | First Amendment to Lease Agreement by and between 7495 RP, LLC and the Registrant dated May 7, 2024 | 10-Q | 001-37798 | 10.3(b) | 5/8/2024 |
| 10.11(c)† | Second Amendment to Lease Agreement by and between 7495 RP, LLC and the Registrant dated August 30, 2024 | 10-Q | 001-37798 | 10.1 | 11/7/2024 |
| 10.11(d)† | Third Amendment to Lease Agreement by and between 7495 RP, LLC and the Registrant dated March 13, 2025 | 10-Q | 001-37798 | 10.1 | 5/8/2025 |
| 10.11(e) | Fourth Amendment to Lease Agreement by and between 7495 RP, LLC and the Registrant dated June 26, 2025 | 10-Q | 001-37798 | 10.1 | 8/7/2025 |
| 10.12# | 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 |
| 10.13# | 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 |
| 10.14# | Employment Agreement, dates as of March 26, 2024, by and between the Registrant and Christopher Jewell, Ph.D. | 8-K | 001-37798 | 10.1 | 4/1/2024 |
| 10.15# | Employment Agreement, dates as of March 28, 2024, by and between the Registrant and Metin Kurtoglu, M.D., Ph.D. | 8-K | 001-37798 | 10.2 | 4/1/2024 |
| 10.16(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 |
| 10.16(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) | 10-K | 001-37798 | 10.15(b) | 3/7/2024 |
| 10.17† | 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 | 10-K | 001-37798 | 10.16 | 3/7/2024 |
| 10.18† | Patent License Agreement by and between Biogen MA, Inc. and Cartesian Therapeutics, Inc., dated September 8, 2023 | 10-K | 001-37798 | 10.17 | 3/7/2024 |
| 10.19# | Form of Retention Bonus Letter | 8-K | 001-37798 | 10.3 | 11/13/2023 |
| 10.20 | 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 |
| 10.21 | Sales Agreement, dated as of December 13, 2024, by and between the Registrant and Leerink Partners LLC | S-3 | 333-283803 | 1.2 | 12/13/2024 |
| 10.22# | Separation Agreement, dated as of October 20, 2025, by and between the Company and Christopher Jewell | — | — | — | Filed herewith |
| 10.23#† | Separation Agreement, dated as of April 29, 2025, by and between the Company and Metin Kurtoglu | 10-Q | 001-37798 | 10.2 | 5/8/2025 |
| 19.1 | Cartesian Therapeutics, Inc. Insider Trading Policy | — | — | — | Filed herewith |
| 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 | — | — | — | Filed herewith |
| 97 | Cartesian Therapeutics, Inc. Compensation Clawback Policy | 10-K | 001-37798 | 97 | 3/7/2024 |
| 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.