Cartesian Therapeutics, Inc. acquired Selecta Biosciences, Inc. (NasdaqGM:RNAC) for approximately $380 million, in a reverse merger transaction on November 13, 2023. Under the terms of the transaction, all of Cartesian?s outstanding equity interests were exchanged based on a fixed exchange ratio of 213,822.7408 for consideration as a combination of approximately 6.7 million shares of Selecta common stock and approximately 0.38 million shares of Selecta Series A Non-Voting Convertible Preferred Stock. Also, a transferrable contingent value right (a ?CVR?) will be distributed to Selecta stockholders and holders of Selecta?s warrants issued in 2022, of record as of the close of business on December 4, 2023. The relative ownership is expected to be approximately 73% and 27% Cartesian and Selecta stockholders, respectively. Concurrently with the acquisition of Cartesian, Selecta entered into a definitive agreement for a PIPE investment to raise $60.25 million in which the investors will be issued approximately 0.15 million shares of Series A Preferred Stock (or approximately 149.3 million shares on an as-converted-to-common basis) at a price of $403.46851 per share. The PIPE is subject to Selecta shareholder approval. The proceeds from PIPE will be used to fund Cartesian Pipeline. As a result of the Merger, Selecta changed its corporate name to Cartesian Therapeutics, Inc. and expects to trade under the symbol ?RNAC? beginning on November 14, 2023.

In accordance with the agreement, each of Peter Traber, Kei Kishimoto and Lloyd Johnston resigned as Chief Medical Officer, Chief Scientific Officer and Chief Operations Officer respectively, following which Peter Traber, Kei Kishimoto and Lloyd Johnston will serve as Senior Clinical Advisor, Senior Scientific Advisor, and Senior Operations Advisor, respectively, to the combined Company. The combined company will be led by Selecta?s Chief Executive Officer, Carsten Brunn, and current Chief Financial Officer, Blaine Davis, as well as several members of the legacy Cartesian team, including Metin Kurtoglu, as Chief Operating Officer, Milos Miljkovic, as Chief Medical Officer, Chris Jewell, as Chief Scientific Officer, and Emily English, as Vice President of Quality. Matthew Bartholomae, Selecta?s General Counsel, will continue to serve in this role. The combined company?s Board of Directors will be led by current Selecta Chairman Carrie S. Cox and will include, among others, current Selecta board member Timothy Springer, as well as Cartesian Co-Founders Murat Kalayoglu, and Michael Singer.

Concurrently, certain directors and officers of Selecta entered into a 180-day Lock-up Agreement. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes within the meaning of Sections 354 and 361(a) of the Code, The Board of Directors of Selecta (the ?Board?) unanimously approved the Merger Agreement and the related transactions. Cartesian board also approved the transaction. Leerink Partners is serving as exclusive financial advisor and private placement agent to Selecta. Brian K. Rosenzweig, Sarah C. Griffiths, Gustavo Akkerman, Jenna Wallace, Megan E. Woodford, Amy L. Toro, Ansgar A. Simon, Brian Harris, Peter O. Safir, Gregory Discher, James DeFillippo and Jack S. Bodner of Covington & Burling LLP acted as legal advisors to Selecta. William R. Kolb of Foley Hoag LLP is serving as legal counsel to Cartesian.

Cartesian Therapeutics, Inc. completed the acquisition of Selecta Biosciences, Inc. (NasdaqGM:RNAC) in a reverse merger transaction on November 13, 2023.