DEF 14A of Cartesian Therapeutics, Inc.
Filed Feb 14, 20240001140361-24-008022
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers Prior to the First Effective Time, the Company filed the Certificate of Designation with the Delaware Secretary of State, as required pursuant to the Merger Agreement. In accordance with the Merger Agreement, at the First Effective Time:
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
| • | the certificate of incorporation of the First Step Surviving Corporation was amended and restated in its entirety to be identical to the certificate of incorporation of the First Merger Sub in effect immediately prior to the First Effective Time, except that the certificate of incorporation was amended to reflect that the name of the First Step Surviving Corporation was Cartesian Therapeutics, Inc.; |
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
| • | the bylaws of the First Step Surviving Corporation were amended and restated in their entirety to be identical to the bylaws of Old Cartesian in effect immediately prior to the First Effective Time; and |
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
| • | the directors and officers of the First Step Surviving Corporation, in accordance with its certificate of incorporation and bylaws, were the same individuals who held such office immediately prior to the First Effective Time. |
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
In accordance with the Merger Agreement, at the Second Effective Time:
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
| • | the certificate of formation of the Surviving Company was made to be identical to the certificate of formation of the Second Merger Sub in effect immediately prior to the Second Effective Time, except that the certificate of formation was amended to reflect that the name of the Surviving Company is Cartesian Bio, LLC; and |
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
| • | the limited liability company agreement of the Surviving Company was amended and restated in its entirety to be identical to the limited liability company agreement of the Second Merger Sub as in effect immediately prior to the Second Effective Time, but reflecting (i) the indemnification provisions required as described below under “The Merger Agreement–Additional Agreements of the Parties–Indemnification of Directors and Officers” and the requirements set out in the Merger Agreement and (ii) the change of name of the Surviving Company to Cartesian Bio, LLC. |
Certificate of Designation; Certificate of Incorporation and Bylaws; Directors and Officers
The Surviving Company, in accordance with its certificate of formation and limited liability company agreement, is a sole member-managed limited liability company, with its sole member being the Company, but with the Company having the discretion to appoint officers to act on the Surviving Company’s behalf. At the Second Effective Time, the Company appointed as officers of the Surviving Company such individuals as were mutually agreed between the Company and Old Cartesian pursuant to the Merger Agreement. Immediately following the Merger, the certificate of incorporation of the Company was amended to change the corporate name of the Company to Cartesian Therapeutics, Inc. and otherwise remained and remains in effect as the Current Charter.