RNAC 10-K Annual Report Dec. 31, 2021 | Alphaminr
Cartesian Therapeutics, Inc.

RNAC 10-K Fiscal year ended Dec. 31, 2021

CARTESIAN THERAPEUTICS, INC.
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CIK: 1453687
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1453687/000145368722000069/selb-20211231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Selecta Biosciences, Inc. 8-K 001-37798 3.1 6/29/2016 3.2 Amended and Restated By-laws of Selecta Biosciences, Inc. 8-K 001-37798 3.2 9/30/2021 4.1 Specimen Stock Certificate evidencing the shares of common stock S-1 333-211555 4.2 5/24/2016 4.2 Form of Warrant to Purchase Shares of Series D Preferred Stock, dated August 9, 2013 or July 25, 2014, issued by the Registrant to Oxford Finance LLC and Square One Bank, together with a schedule of warrant holders S-1 333-211555 4.5 5/24/2016 4.3 Form of Warrant to Purchase Shares of Series E Preferred Stock, dated December 31, 2015, issued by the Registrant to Oxford Finance LLC and Square One Bank, together with a schedule of warrant holders S-1 333-211555 4.6 5/24/2016 4.4 Common Stock Purchase Warrant, dated June 27, 2017, by and between the Registrant and Timothy Springer, Ph.D. 8-K 001-37798 4.1 6/28/2017 4.5 Registration Rights Agreement, dated December 23, 2019, by and among the Registrant and the Investors named therein 8-K 001-37798 10.2 12/26/2019 4.6 Registration Rights Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ) 10-Q 001-37798 4.1 8/6/2020 4.7 Registration Rights Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ), as amended on November 4, 2020 10-Q 001-37798 4.2 11/5/2020 4.8 Form of Common Stock Purchase Warrant, dated December 23, 2019 8-K 001-37798 4.1 12/26/2019 4.9 Form of Warrant to Purchase Stock, dated August 31, 2020, issued by Selecta Biosciences, Inc. to Oxford Finance LLC and Silicon Valley Bank, together with a schedule of warrants. 8-K 001-37798 4.1 9/3/2020 4.10 Description of Securities Filed herewith 10.1# 2016 Incentive Award Plan and form of award agreements thereunder S-1/A 333-211555 10.2 6/8/2016 10.2# 2016 Employee Stock Purchase Plan S-1/A 333-211555 10.3 6/8/2016 10.3# 2018 Employment Inducement Incentive Award Plan, amended and restated, and forms agreement thereunder S-8 333-230501 10.1 3/25/2019 10.4# 2008 Stock Incentive Plan and form of award agreements thereunder S-1/A 333-211555 10.1 6/20/2016 10.5# Non-Employee Director Compensation Program 10-Q 001-37798 10.2 11/10/2021 10.6# Form of Indemnification Agreement for Directors and Officers S-1 333-211555 10.5 5/24/2016 10.7(a) Exclusive Patent License Agreement, dated as of November 25, 2008, by and between the Registrant and the Massachusetts Institute of Technology S-1 333-211555 10.7(a) 5/24/2016 10.7(b) First Amendment to Exclusive Patent License Agreement, dated as of January 12, 2010, by and between the Registrant and the Massachusetts Institute of Technology S-1 333-211555 10.7(b) 5/24/2016 10.7(c) Letter Agreement, dated as of November 27, 2012, by and among the Registrant, Massachusetts Institute of Technology and Sanofi S-1 333-211555 10.7(c) 5/24/2016 10.7(d) Letter Amendment, dated as of November 27, 2012, by and between the Registrant and the Massachusetts Institute of Technology S-1 333-211555 10.7(d) 5/24/2016 10.7(e) Second Amendment to Exclusive Patent License Agreement, dated as of August 29, 2013, by and between the Registrant and the Massachusetts Institute of Technology S-1 333-211555 10.7(e) 5/24/2016 10.7(f) Third Amendment to Exclusive Patent License Agreement, entered into on November 21, 2016 and effective as of November 18, 2016, by and between the Massachusetts Institute of Technology and the Registrant 8-K/A 001-37798 10.3(a) 12/14/2016 10.7(g) Letter Agreement, dated as of December 2, 2016, by and between the Massachusetts Institute of Technology and the Registrant 8-K/A 001-37798 10.3(b) 12/14/2016 10.7(h) Letter Agreement, dated as of December 2, 2016, by and among Spark Therapeutics, Inc., the Massachusetts Institute of Technology and the Registrant 8-K/A 001-37798 10.3(c) 12/14/2016 10.7(i) Fourth Amendment to Exclusive Patent License Agreement, entered into on December 13, 2019, by and between the Massachusetts Institute of Technology and the Registrant 10-K 001-37798 10.7(i) 3/12/2020 10.7(j) Fifth Amendment to Exclusive Patent License Agreement, dated as of May 15, 2020, by and between the Registrant and the Massachusetts Institute of Technology 10-Q 001-37798 10.1 8/6/2020 10.8 Amended and Restated License Agreement, dated as of May 31, 2017, by and between the Registrant and Shenyang Sunshine Pharmaceutical Co., Ltd. 10-Q 001-37798 10.6 8/11/2017 10.9 Manufacturing Services Agreement, dated as of August 1, 2014, by and between the Registrant and Shenyang Sunshine Pharmaceutical Co., Ltd. S-1 333-211555 10.10 5/24/2016 10.10 Lease Agreement by and between BRE-BMR Grove LLC and Selecta Biosciences, Inc. dated July 23, 2019 10-Q 001-37798 10.3 11/8/2019 10.11# Employment Agreement, dated as of September 25, 2018, by and between the Registrant and Carsten Brunn, Ph.D. 8-K 001-37798 10.2 9/27/2018 10.12# Employment Agreement, dated as of June 6, 2016, by and between the Registrant and Takashi Kei Kishimoto S-1/A 333-211555 10.18 6/8/2016 10.13# Employment Agreement, dated as of June 6, 2016, by and between the Registrant and Lloyd Johnston, Ph.D. S-1/A 333-211555 10.21 6/8/2016 10.14# Employment Agreement, dated as of July 31, 2020, by and between the Registrant and Peter G. Traber, M.D 10-Q 001-37798 10.1 11/5/2020 10.15# Employment Agreement, dated September 3, 2021, by and between Selecta Biosciences, Inc. and Kevin Tan 10-Q 001-37798 10.1 11/10/2021 10.16 Stock Purchase Agreement, dated as of December 2, 2016, by and between Spark Therapeutics, Inc. and the Registrant 8-K/A 001-37798 10.2 12/14/2016 10.17 Feasibility Study and License Agreement by and between Asklepios BioPharmaceutical, Inc. and Selecta Biosciences, Inc. dated August 6, 2019 10-Q 001-37798 10.2 11/8/2019 10.18 License and Development Agreement, dated as of June 11, 2020, by and between the Registrant and Swedish Orphan Biovitrum AB (Publ) 10-Q 001-37798 10.2 8/6/2020 10.19 Securities Purchase Agreement, dated June 26, 2017, by and between the Registrant and Timothy Springer, Ph.D. 8-K 001-37798 10.2 6/28/2017 10.20 Stock Purchase Agreement, dated August 19, 2019, by and among the Registrant and the Investors named therein 8-K 001-37798 10.1 8/20/2019 10.21(a) Loan and Security Agreement, dated August 31, 2020, between Selecta Biosciences, Inc., Oxford Finance LLC, as Collateral Agent and as a lender, and Silicon Valley Bank, as a lender. 8-K 001-37798 10.1.1 9/3/2020 10.21(b) First Amendment to Loan and Security Agreement, dated September 7, 2021, by and among Selecta Biosciences, Inc., Oxford Finance LLC, and Silicon Valley Bank 10-Q 001-37798 10.3 11/9/2021 21.1 Subsidiaries of Selecta Biosciences, Inc. S-1 333-211555 21.1 5/24/2016 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Filed herewith 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith