Cartesian Therapeutics (RNAC) Proxy Filing summary

Executive summary

• Special meeting scheduled for September 20, 2024, to be held virtually for all stockholders of record as of July 29, 2024.

• Two proposals to be voted: approval of conversion of Series B Preferred Stock to common stock, and potential adjournment of the meeting to solicit more votes if needed.

• Board recommends voting in favor of both proposals, citing fairness and best interests of stockholders.

• Proxy materials mailed starting August 16, 2024, with multiple voting methods available including online, phone, and mail.

• Voting results to be announced at the meeting and filed with the SEC within four business days.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of Series B Preferred Stock, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2: Approve adjournment or postponement of the meeting if more time is needed to solicit votes for Proposal 1.

• Board recommends voting FOR both proposals.

• Stockholders are not entitled to appraisal rights for these proposals.

• Stockholder proposals for the 2025 annual meeting must comply with bylaw and SEC deadlines.

Board of directors and corporate governance

• Board of Directors is soliciting proxies and will pay solicitation expenses.

• Dr. Timothy A. Springer recused himself from discussions and decisions related to the Private Placement.

• Board members and executive officers collectively own approximately 49.7% of outstanding common stock.