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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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Cartesian Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
816212302 (CUSIP Number) |
Michael K. Bradshaw, Jr. Nelson Mullins Riley & Scarborough LLP, 101 Constitution Avenue NW, Suite 900 Washington, DC, 20001 (202) 689-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/13/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 816212302 |
| 1 |
Name of reporting person
Timothy A. Springer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,555,394.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
36.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
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| CUSIP No. | 816212302 |
| 1 |
Name of reporting person
TAS Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
563,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 816212302 |
| 1 |
Name of reporting person
Chafen Lu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
350,740.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Cartesian Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
7495 New Horizon Way, Frederick,
MARYLAND
, 21703. |
| Item 2. | Identity and Background |
| (a) | N/A |
| (b) | N/A |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| (f) | N/A |
| 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 January 2, 2025, for service on the board of directors of the Issuer, Dr. Springer was granted (i) 2,600 restricted stock units and (ii) options to purchase 7,800 Shares at an exercise price of $16.93 per share. Each restricted stock unit represents a contingent right to receive one Share, which will vest in full on January 2, 2026. The options have a term of ten years from the date of grant and vest in full on January 2, 2026. In open market purchases on January 13, 2025, Dr. Springer acquired an aggregate of 16,945 Shares at prices ranging from $16.40 to $18.00 per share for an aggregate purchase price of approximately $293,957. Dr. Springer used personal funds for such acquisitions. In open market purchases on January 14, 2025, Dr. Springer acquired an aggregate of 4,022 Shares at a price of $18.00 per share for an aggregate purchase price of approximately $72,396. Dr. Springer used personal funds for such acquisitions. | |
| Item 4. | Purpose of Transaction |
N/A | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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. 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 25,725,306 Shares issued and outstanding as of November 22, 2024, as reported on the Issuer's Registration Statement on Form S-3, dated December 13, 2024. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of January 15, 2025. The Reporting Persons, in the aggregate, beneficially own 9,555,394 Shares, representing approximately 36.9% of such class of securities. Dr. Springer is the beneficial owner of a total of 9,555,394 Shares, representing approximately 36.9% of the outstanding Shares and consisting of (i) 8,524,906 Shares held directly, (ii) 113,587 Shares underlying warrants exercisable within 60 days of January 15, 2025 held directly, (iii) 2,955 Shares issuable upon exercise of outstanding options exercisable within 60 days of January 15, 2025, (iv) 529,798 Shares held by TAS, (v) 33,408 Shares underlying warrants exercisable within 60 days of January 15, 2025 held by TAS, (vi) 330,695 Shares held by Dr. Lu and (vii) 20,045 Shares underlying warrants exercisable within 60 days of January 15, 2025 held by Dr. Lu. TAS is the beneficial owner of a total of 563,206 Shares, representing approximately 2.2% of the outstanding Shares and consisting of (i) 529,798 Shares and (ii) 33,408 Shares underlying warrants exercisable within 60 days of January 15, 2025. 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 350,740 Shares, representing approximately 1.4% of the outstanding Shares and consisting of (i) 330,695 Shares held directly and (ii) 20,045 Shares underlying warrants exercisable within 60 days of January 15, 2025 held 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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A |
| SIGNATURE | |
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.
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