{"filing":{"accession_number":"0001453687-26-000087","cik":"0001453687","ticker":"RNAC","company_name":"Cartesian Therapeutics, Inc.","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"rnac-20260522.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1453687/000145368726000087/rnac-20260522.htm"},"events":[{"id":486,"run_id":426,"accession_number":"0001453687-26-000087","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Cartesian Therapeutics entered into a material Loan and Security Agreement on May 22, 2026, providing up to $150 million in senior secured term loans with $50 million funded at closing. The facility includes conversion rights, security interests in substantially all assets, and restrictive covenants, representing a material capital structure change with significant financial implications.","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26","items":[{"id":1596,"accession_number":"0001453687-26-000087","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Cartesian Therapeutics entered into a material definitive Loan and Security Agreement on May 22, 2026, providing up to $150 million in senior secured term loans with $50 million funded at closing. While this is primarily a financing transaction rather than a traditional M\u0026A event, it represents a material capital structure change with significant financial implications, including conversion rights, security interests in substantially all assets, and restrictive covenants. The magnitude ($150M facility), the secured nature of the obligation, and the lender's conversion rights into equity make this a material definitive agreement that affects the company's financial position and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1597,"accession_number":"0001453687-26-000087","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the actual substance is incorporated by reference from Item 1.01. Without access to Item 1.01's content, the specific event type cannot be determined with confidence. Item 1.01 typically covers M\u0026A activity, but could also address debt issuance, lease arrangements, or other obligations. Given the materiality of Item 2.03 disclosures and the inability to assess the underlying transaction, \"other_material\" is the most defensible classification pending review of Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1600,"accession_number":"0001453687-26-000087","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The filing discloses a press release regarding a \"Loan Agreement\" under Item 7.01 (Regulation FD Disclosure), but the actual substance of the loan agreement is not detailed in the prose provided. Without access to Exhibit 99.1, the materiality and specific nature of the loan cannot be determined. If the loan is material financing activity, it could represent a covenant_breach, dilutive_issuance, or other material event; however, based solely on the Item 7.01 wrapper language, this is classified as other_material pending review of the exhibits.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":487,"run_id":426,"accession_number":"0001453687-26-000087","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Cartesian Therapeutics disclosed an unregistered sale of equity securities in the form of conversion shares underlying the Term Loans, to be issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. This dilutive issuance structure would materially affect shareholder equity and voting power.","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26","items":[{"id":1598,"accession_number":"0001453687-26-000087","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities—specifically, conversion shares underlying Term Loans to be issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. This is a classic dilutive issuance structure (convertible debt) that would materially affect shareholder equity and voting power, particularly relevant for a smaller-cap biotech company like Cartesian Therapeutics.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":488,"run_id":426,"accession_number":"0001453687-26-000087","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Milos Miljkovic, M.D., Chief Medical Officer, delivered notice of resignation on May 22, 2026, with employment ceasing May 31, 2026. The disclosure includes severance terms negotiated in connection with the departure.","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26","items":[{"id":1599,"accession_number":"0001453687-26-000087","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Milos Miljkovic, M.D., the Chief Medical Officer, delivered a notice of resignation on May 22, 2026, with employment ceasing May 31, 2026. The disclosure centers on the departure of a named executive officer and the severance terms negotiated in connection with that departure. While severance details are provided, the principal disclosed action is the CMO's departure from the Company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1596,"accession_number":"0001453687-26-000087","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Cartesian Therapeutics entered into a material definitive Loan and Security Agreement on May 22, 2026, providing up to $150 million in senior secured term loans with $50 million funded at closing. While this is primarily a financing transaction rather than a traditional M\u0026A event, it represents a material capital structure change with significant financial implications, including conversion rights, security interests in substantially all assets, and restrictive covenants. The magnitude ($150M facility), the secured nature of the obligation, and the lender's conversion rights into equity make this a material definitive agreement that affects the company's financial position and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26"},{"id":1597,"accession_number":"0001453687-26-000087","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the actual substance is incorporated by reference from Item 1.01. Without access to Item 1.01's content, the specific event type cannot be determined with confidence. Item 1.01 typically covers M\u0026A activity, but could also address debt issuance, lease arrangements, or other obligations. Given the materiality of Item 2.03 disclosures and the inability to assess the underlying transaction, \"other_material\" is the most defensible classification pending review of Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26"},{"id":1598,"accession_number":"0001453687-26-000087","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities—specifically, conversion shares underlying Term Loans to be issued in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. This is a classic dilutive issuance structure (convertible debt) that would materially affect shareholder equity and voting power, particularly relevant for a smaller-cap biotech company like Cartesian Therapeutics.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26"},{"id":1599,"accession_number":"0001453687-26-000087","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Milos Miljkovic, M.D., the Chief Medical Officer, delivered a notice of resignation on May 22, 2026, with employment ceasing May 31, 2026. The disclosure centers on the departure of a named executive officer and the severance terms negotiated in connection with that departure. While severance details are provided, the principal disclosed action is the CMO's departure from the Company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26"},{"id":1600,"accession_number":"0001453687-26-000087","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The filing discloses a press release regarding a \"Loan Agreement\" under Item 7.01 (Regulation FD Disclosure), but the actual substance of the loan agreement is not detailed in the prose provided. Without access to Exhibit 99.1, the materiality and specific nature of the loan cannot be determined. If the loan is material financing activity, it could represent a covenant_breach, dilutive_issuance, or other material event; however, based solely on the Item 7.01 wrapper language, this is classified as other_material pending review of the exhibits.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:32:50.038357+00:00","company_name":"Cartesian Therapeutics, Inc.","ticker":"RNAC","filing_date":"2026-05-26"}]}