Cartesian Therapeutics, Inc. (NASDAQ:RNAC) (the "Company"), a clinical-stage biotechnology company pioneering mRNA cell therapy for autoimmune diseases, today announced results from a special meeting of stockholders held March 27, 2024.

 

During the meeting, Cartesian stockholders approved the issuance of shares of common stock upon conversion of Cartesian's Series A Non-Voting Convertible Preferred Stock. The conversion of the majority of the shares of Series A Non-Voting Convertible Preferred Stock will occur automatically on April 8, 2024 at 5:00 p.m., Eastern time, and the remaining shares of Series A Non-Voting Convertible Preferred Stock remain subject to beneficial ownership limitations described in Cartesian's filings with the Securities and Exchange Commission. In addition, stockholders voted to approve a reverse stock split of Cartesian's issued and outstanding common stock. In conjunction with this approval, a 1-for-30 reverse stock split of Cartesian's outstanding shares of common stock, par value $0.0001 per share, will be effective after the closing of trading hours on April 4, 2024.

Information Regarding Reverse Stock Split

Cartesian's common stock will begin trading on a reverse stock split-adjusted basis at the opening of market trading on April 5, 2024. Following the reverse stock split, the Company's common stock will continue to trade on The Nasdaq Global Market under the symbol "RNAC" with the new CUSIP number 816212302.

At the effective time of the reverse split, every 30 issued and outstanding shares of the Company's common stock will automatically be combined into one issued and outstanding share of the Company's common stock without any change in the par value per share. Fractional shares will not be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will be entitled to receive a cash payment in lieu of such fractional share. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's relative interest in the Company's equity securities, except for any adjustments for fractional shares. In addition, proportionate adjustments will be made to the number of shares underlying, and the exercise or conversion prices of, the Company's outstanding stock options and warrants, and to the number of shares of common stock issuable under the Company's equity incentive plans, and to the conversion ratio of the Company's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share.

The reverse stock split will reduce the number of issued and outstanding shares of the Company's common stock from approximately 165.5 million shares to approximately 5.5 million shares before the automatic conversion of the Company's Series A Non-Voting Convertible Preferred Stock into common stock, or approximately 17.8 million shares thereafter. The approximately 166.3 thousand shares of Series A Non-Voting Convertible Preferred Stock that remain subject to beneficial ownership limitations will be convertible into approximately 5.5 million shares of common stock for a total of approximately 23.3 million shares of common stock outstanding once converted.