Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

 

 

Cartesian Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

816212302

(CUSIP Number)

William R. Kolb

Daniel S. Clevenger

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Tel: [phone]

Fax: [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2024

(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. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

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CUSIP No. 816212104		13D		Page 2 of 9 Pages

 

1.		Names of Reporting Persons    Murat Kalayoglu
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, OO
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				7.		Sole Voting Power    5,058,026
				8.		Shared Voting Power    0
				9.		Sole Dispositive Power    5,058,026
				10.		Shared Dispositive Power    0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    5,058,026
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)    19.9%
14.		Type of Reporting Person (See Instructions)    IN

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CUSIP No. 816212104		13D		Page 3 of 9 Pages

 

1.		Names of Reporting Persons    Seven One Eight Three Four Irrevocable Trust
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)    AF, OO
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				7.		Sole Voting Power    4,555,260
				8.		Shared Voting Power    0
				9.		Sole Dispositive Power    4,555,260
				10.		Shared Dispositive Power    0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    4,555,260
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)    17.9%
14.		Type of Reporting Person (See Instructions)    OO

 

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CUSIP No. 816212104		13D		Page 4 of 9 Pages

 

1.		Names of Reporting Persons    Elizabeth Hoge
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)    AF, OO
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				7.		Sole Voting Power    0
				8.		Shared Voting Power    4,555,260
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    4,555,260

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    4,555,260
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)    17.9%
14.		Type of Reporting Person (See Instructions)    HC, IN

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CUSIP No. 816212104		13D		Page 5 of 9 Pages

 

1.		Names of Reporting Persons    Sinan Kalayoglu
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)    AF, OO
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				7.		Sole Voting Power    0
				8.		Shared Voting Power    4,555,260
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    4,555,260

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    4,555,260
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)    17.9%
14.		Type of Reporting Person (See Instructions)    HC, IN

 

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This Amendment No. 2 to the joint statement on Schedule 13D with respect to the common stock, par value $0.0001 (the “Common Stock”), of Cartesian Therapeutics, Inc., a Delaware corporation (the “Issuer”), filed by Murat Kalayoglu, Seven One Eight Three Four Irrevocable Trust (the “Trust”), Elizabeth Hoge and Sinan Kalayoglu (collectively, the “Reporting Persons”) on November 22, 2023, as amended by Amendment No. 1 filed by the Reporting Persons on April 10, 2024 (such joint statement, as previously amended and as further amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

 

1.

Item 3 of the Schedule 13D is hereby supplemented as follows:

On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by the Trust pursuant to Section 6.02 of the Certificate of Designation, as amended by the Amendment to the Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by the Trust were converted into 1,518,373 shares of Common Stock.

 

2.

Item 4 of the Schedule 13D is supplemented as follows:

On October 11, 2024, pursuant to a Notice of Optional Conversion delivered to the Company by the Trust pursuant to Section 6.02 of the Certificate of Designation, as amended by the Amendment to the Certificate of Designation, 45,551.190 shares of Series A Preferred Stock held by the Trust were converted into 1,518,373 shares of Common Stock.

 

3.

Item 5 of the Schedule 13D is hereby amended and restated in full as follows:

 

Item 5.

Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 23,896,525 shares of Common Stock issued and outstanding as of October 2, 2024, as advised by the Issuer. All of the share numbers reported herein are as of October 11, 2024, unless otherwise indicated. Each Reporting Person’s cover page to this Schedule 13D is incorporated by reference into this Item 5(a, b).

In aggregate, the Reporting Persons have voting and dispositive power over 5,058,026 shares of Common Stock, representing approximately 19.9% of such class of securities. The securities reported herein exclude (a) 1,880,075 shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by the Trust, but which would exceed the Conversion Limit, (b) 5,278 shares of Common Stock underlying stock options held by Murat Kalayoglu that are not exercisable within 60 days of the date hereof and (c) 5,933 shares of Common Stock underlying restricted stock units held by Murat Kalayoglu that will vest more than 60 days after the date hereof.

The beneficial ownership of each Reporting Person is as follows:

 

(i)

Murat Kalayoglu beneficially owns 5,058,026 shares of Common Stock representing approximately 19.9% of the class;

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(ii)

the Trust beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class;

 

(iii)

Elizabeth Hoge beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class; and

 

(iv)

Sinan Kalayoglu beneficially owns 4,555,260 shares of Common Stock representing approximately 17.9% of the class.

Pursuant to a right of substitution, Murat Kalayoglu has the right to acquire from the Trust the shares of Common Stock and Series A Preferred Stock held by the Trust in exchange for assets with an equal value to such shares. Accordingly, the shares of Common Stock beneficially owned by the Trust are included in his holdings. Murat Kalayoglu has the sole power to vote and dispose of the shares of Common Stock beneficially owned by him (as described above). The Trust has the sole power to vote and dispose of the shares of Common Stock beneficially owned by it (as described above). Each of Elizabeth Hoge and Sinan Kalayoglu has the shared power to vote and dispose of the shares of Common Stock beneficially owned by such person (as described above).

(c) No Reporting Person effected any transaction in the Common Stock from August 16, 2024 (the date 60 days prior to the filing of this Schedule 13D) to October 15, 2024.

(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 shares of the Common Stock.

(e) Not applicable.

 

4.

Item 7 of the Schedule 13D is hereby amended and restated in full as follows:

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 1		Joint Filing Agreement by and among Murat Kalayoglu, Seven One Eight Three Four Irrevocable Trust, Elizabeth Hoge and Sinan Kalayoglu dated November 22, 2023 (incorporated by reference to Exhibit 1 of the Reporting Persons’ Schedule 13D filed with the SEC on November 22, 2023).
Exhibit 2		Confirming Statement of Seven One Eight Three Four Irrevocable Trust dated November 22, 2023(incorporated by reference to Exhibit 2 of the Reporting Persons’ Schedule 13D filed with the SEC on November 22, 2023).
Exhibit 3		Confirming Statement of Elizabeth Hoge dated November 22, 2023 (incorporated by reference to Exhibit 3 of the Reporting Persons’ Schedule 13D filed with the SEC on November 22, 2023).

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Exhibit 4		Confirming Statement of Sinan Kalayoglu dated November 22, 2023 (incorporated by reference to Exhibit 4 of the Reporting Persons’ Schedule 13D filed with the SEC on November 22, 2023).
Exhibit 5		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. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023).
Exhibit 6		Certificate of Designation of Series A Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023).
Exhibit 7		Securities Purchase Agreement, dated November 13, 2023, by and among Selecta Biosciences, Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023).
Exhibit 8		Registration Rights Agreement, dated November 13, 2023, by and among Selecta Biosciences, Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 13, 2023)

[signature page follows]

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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.

 

DATE:		October 15, 2024
Murat Kalayoglu
/s/ Murat Kalayoglu
SEVEN ONE EIGHT THREE FOUR IRREVOCABLE TRUST
By:		/s/ Murat Kalayoglu
		Murat Kalayoglu, Authorized Person
ELIZABETH HOGE
By:		/s/ Murat Kalayoglu
		Murat Kalayoglu, Authorized Person
SINAN KALAYOGLU
By:		/s/ Murat Kalayoglu
		Murat Kalayoglu, Authorized Person

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