Cartesian Therapeutics Inc.

09/23/2024 | Press release | Distributed by Public on 09/23/2024 05:04

Proxy Results Form 8 K

Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 20, 2024, Cartesian Therapeutics, Inc. (the "Company") held its previously announced Special Meeting of Stockholders (the "Special Meeting"). A total of 16,229,218 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), were present electronically or by proxy at the Special Meeting, representing approximately 75.90% of the Company's outstanding Common Stock as of the July 29, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Special Meeting, both of which were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 16, 2024 (the "Proxy Statement").
Proposal 1: Approval of the issuance of shares of the Company's Common Stock upon conversion of the Company's Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock").
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
12,514,261 150,060 1,650 -
The above voting results for Proposal 1 do not include the 3,563,247 shares of Common Stock that were issued in the Company's July 2024 private placement transaction. Such shares were not entitled to vote on Proposal 1 for purposes of compliance with the applicable listing rules of The Nasdaq Stock Market LLC ("Nasdaq"). In order to comply with applicable Nasdaq rules, the Company instructed the inspector of elections to conduct a separate tabulation that subtracted 3,563,247 shares of Common Stock from the total number of shares of Common Stock that voted in favor of Proposal 1 to determine whether Proposal 1 was adopted in accordance with such rules. These 3,563,247 shares of Common Stock were eligible to vote on Proposal 1 for purposes of adopting Proposal 1 under Delaware law.
Based on the votes set forth above, the stockholders of the Company approved Proposal 1.
Proposal 2: Approval of the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for Proposal 1.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
16,076,183 151,789 1,246 -
Based on the votes set forth above, the stockholders of the Company approved Proposal 2.