Business Context and Reporting Period
This Form 8-K Current Report was filed by Cartesian Therapeutics, Inc. on December 16, 2025. The filing primarily addresses corporate governance updates, specifically the appointment of a new director and the adoption of an updated Code of Business Conduct and Ethics.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on non-financial corporate events.
Material Changes
Appointment of Director
On December 16, 2025, the Board appointed Adrian Bot, M.D., Ph.D., as a Class II director. Dr. Bot will serve until the 2027 annual meeting and initially sit on the Science and Technology Committee. He brings three decades of R&D experience in immune, cell, gene therapy, and nanomedicines, with prior leadership roles at Capstan Therapeutics, Kite Pharma (Gilead), MannKind Corp, and Alliance Pharmaceutical Corp.
Compensatory Arrangements
- Annual Retainers: $40,000 for Board service and $7,500 for Science and Technology Committee service.
- Stock Option: Initial award of an option to purchase 17,200 shares at an exercise price of $8.29 per share (fair market value on grant date). Vesting occurs in 36 equal monthly installments.
- Restricted Stock Units (RSUs): Initial award of RSUs for 5,800 shares. Vesting occurs in three equal annual installments.
Code of Ethics Update
The Board adopted an updated Code of Business Conduct and Ethics effective December 16, 2025. Key updates include clarified requirements for the protection of company assets and information, specifically addressing "bring-your-own-device" (BYOD) policies and the company's ability to access or remove data from personal devices used for business.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of material risks or contingencies. It notes that the press release regarding the director appointment (Exhibit 99.1) is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the vesting schedule and exercise price ($8.29) of the stock options granted to Dr. Bot.
- Review the full text of the updated Code of Business Conduct and Ethics (Exhibit 14.1) for specific BYOD and data security provisions.
- Confirm Dr. Bot's tenure on the Board and his specific committee assignments.
- Note that this filing does not provide updated financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.