Legal Proceedings
−Removed: On August 3, 2020, a stockholder of Selecta filed a stockholder derivative action, purportedly on behalf of Selecta and against certain current and former members of the Company’s Board of Directors, as well as one affiliated company owned by
−Removed: a current board member, in the Court of Chancery of the State of Delaware, namely Franchi v.
−Removed: Barabe, et al.
−Removed: The complaint alleges that the individual defendants breached their fiduciary duties and committed corporate waste when they authorized a private placement transaction, announced on December 19, 2019, at a price allegedly below fair value.
−Removed: The complaint further alleges that the four defendant directors who participated in the private placement were unjustly enriched in connection with the transaction.
−Removed: On September 25, 2020, the defendants filed a motion to dismiss the lawsuit.
−Removed: On November 6, 2020, the plaintiff filed an amended complaint, and the defendants filed a second motion to dismiss on January 8, 2021.
−Removed: On December 31, 2020, we received a litigation demand letter from two other putative stockholders relating to the same private placement transaction.
−Removed: On April 12, 2021, the Court of Chancery in the State of Delaware granted a motion to stay the litigation pending a review by a Special Committee appointed by the Company’s Board of Directors.
−Removed: While the litigation was stayed, the parties reached an agreement in principle to settle the matter, and on March 18, 2022, they submitted a Stipulation and Agreement of Settlement and other documentation to the Court for its approval of the settlement.
−Removed: On July 21, 2022, the Court held a settlement hearing, at which the settlement was approved.
−Removed: On August 1, 2022, the Court entered an Order and Final Judgment which dismissed the action, and all claims contained therein, with prejudice.
+Added: On February 7, 2024, Justin Sloan, a purported stockholder of our Company, filed a putative class action on behalf of himself and similarly situated stockholders of our Company against us and members of our Board of Directors in the Court of Chancery of the State of Delaware, titled Sloan v.
+Added: Barabe, et al., No.
+Added: The complaint alleges that the individual defendants breached their fiduciary duties by failing to disclose purportedly material information to our stockholders in our Preliminary Proxy Statement filed on January 31, 2024 in connection with the solicitation of stockholder approval of the Conversion Proposal.
+Added: The complaint seeks a temporary injunction against the stockholder vote on the Conversion Proposal, compensatory damages, pre- and post-judgment interest, and attorneys’ fees and costs.
+Added: At a telephonic hearing on February 28, 2024, the Court denied the Plaintiff’s motion to expedite the proceedings, rejecting Plaintiff's argument that the lawsuit raised colorable disclosure claims warranting expedited treatment.
+Added: Additional similar lawsuits may be filed.
+Added: We believe this lawsuit is without merit and intend to vigorously defend against this plaintiff’s claims.
+Added: On February 21, 2024, Paul Wymer, a purported stockholder of our Company, filed an action against us and members of our Board of Directors in the U.S.
+Added: District Court for the Southern District of New York, titled Wymer v.
+Added: Cartesian Therapeutics, Inc., et al., No.
+Added: The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act by failing to disclose purportedly material information to our stockholders in our Preliminary and Definitive Proxy Statements filed on January 31, 2024, and February 14, 2024, respectively, in connection with the solicitation of stockholder approval of the Conversion Proposal.
+Added: The complaint seeks injunctive relief enjoining or rescinding the Merger, issuance of an amended proxy statement, and attorneys' fees and costs.
+Added: Additional similar lawsuits may be filed.
+Added: We believe this lawsuit is without merit and intend to vigorously defend against this plaintiff’s claims.
Mine Safety Disclosures
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.