Cartesian Therapeutics (RNAC) Proxy Filing summary

Executive summary

• Special meeting will be held virtually for shareholders to vote on two key proposals: conversion of Series B Preferred Stock and potential adjournment to solicit more votes if needed.

• Only shareholders of record as of July 29, 2024, are eligible to vote; 21,382,485 shares of Common Stock are outstanding and entitled to vote.

• Board recommends voting FOR both proposals, considering them fair and in the best interests of shareholders.

Voting matters and shareholder proposals

• Proposal No. 1 seeks approval for the issuance of Common Stock upon conversion of Series B Preferred Stock, as required by Nasdaq Listing Rule 5635(d).

• Proposal No. 2 allows adjournment or postponement of the meeting to continue soliciting votes for Proposal No. 1 if necessary.

• Shareholders can vote by internet, phone, mail, or electronically during the meeting; proxies can be revoked before or during the meeting.

• No appraisal rights are available for these proposals.

• Stockholder proposals for the 2025 Annual Meeting must comply with Bylaws and SEC rules, with specific advance notice deadlines.

Board of directors and corporate governance

• Board and certain officers collectively own approximately 49.7% of outstanding Common Stock as of the record date.

• Dr. Timothy A. Springer, a director, recused himself from decisions related to the Private Placement due to his significant participation.

• Board members and affiliates have substantial holdings, with detailed beneficial ownership disclosed.