SCHEDULE: Cartesian Therapeutics: Director Resigns, Stakeholder Converts Shares

Cartesian Therapeutics, Inc. reports a director's resignation and a significant conversion of preferred stock to common stock by a major stakeholder.

Summary

• Murat Kalayoglu has resigned from his position as a member of Cartesian Therapeutics, Inc.'s board of directors, effective March 31, 2026.
• On April 2, 2026, the Seven One Eight Three Four Irrevocable Trust converted 22,740.030 shares of Series A Preferred Stock into 758,001 shares of Common Stock.
• Following these events, Murat Kalayoglu beneficially owns 5,833,971 shares of Common Stock, representing approximately 19.9% of the class.
• The Seven One Eight Three Four Irrevocable Trust beneficially owns 5,313,261 shares of Common Stock (18.1%), as do Elizabeth Hoge and Sinan Kalayoglu (each 18.1%).
• The total outstanding shares of Common Stock as of March 31, 2026, were 28,544,728.
• The reporting persons collectively hold voting and dispositive power over 5,833,971 shares of Common Stock, representing 19.9% of the class.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on changes in directorship and share ownership structure rather than operational or financial performance.

Positives

• The conversion of preferred stock to common stock by the Trust increases the publicly available float of common shares.
• Murat Kalayoglu retains a significant stake (19.9%) in the company, indicating continued interest and potential alignment with other shareholders.
• The reporting persons collectively hold a substantial portion (19.9%) of the company's common stock, suggesting a strong influence on corporate direction.

Negatives

• The resignation of a board member, Murat Kalayoglu, could signal a change in strategic direction or internal disagreements.
• The conversion of preferred stock, while increasing common shares, also represents a reduction in the Trust's preferred equity.

Risks

• The resignation of a director may lead to uncertainty regarding future board composition and strategic oversight.
• The concentration of ownership among a few reporting persons could lead to potential conflicts of interest or influence over corporate decisions.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing. The document primarily details changes in beneficial ownership and board composition.

Management Comments

• Murat Kalayoglu's principal occupation is as a private investor and Founder and Chief Executive Officer of SOAR Bio LLC.
• Elizabeth Hoge's principal occupation is as a Professor and Director of the Anxiety Disorders Research Program at Georgetown University Medical Center.
• Sinan Kalayoglu's principal occupation is as a Trial Attorney for the United States Department of Justice.

Industry Context

StockSavvy.ai notes that changes in board composition and significant shifts in beneficial ownership, such as preferred stock conversions, are common events in the biotechnology and pharmaceutical sectors as companies navigate development milestones and financing rounds. These filings are crucial for understanding the evolving control and investment landscape.

Management Changes

Related Party Transactions

• 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.

Stakeholder Impact

• Shareholders: The resignation of a director may impact investor confidence. The conversion of preferred stock to common stock increases the number of outstanding common shares, potentially affecting earnings per share calculations and ownership dilution if not accompanied by corresponding value creation.
• Management: The departure of a board member may necessitate a restructuring of board responsibilities and committee assignments.
• Trust Beneficiaries: The conversion of preferred stock by the Trust alters the nature of their investment from preferred equity to common equity.

Next Steps

• Monitor future filings for any further changes in beneficial ownership or board composition.
• Observe the company's strategic direction following the director's resignation.

Key Dates

Keywords

Cartesian Therapeutics, Schedule 13D, Director Resignation, Preferred Stock Conversion, Beneficial Ownership, Common Stock, Securities Filing, SEC Filing