aibioCartesian Therapeutics signs term loan of up to $150.0 million with K2 HealthVentures
Tickers RNAC
Cartesian drew $50.0 million at closing under a senior secured loan that can reach $150.0 million, with the lenders able to convert up to $15.0 million into common stock at $8.2526 a share. The loan carries a minimum cash covenant starting April 1, 2027, and the 8-K does not name the individual lenders.
Key facts
- Company
- Cartesian Therapeutics, Inc. (NASDAQ: RNAC)
- News type
- Debt Financing
- Primary source
- Cartesian Therapeutics, Inc. 8-K (2026-05-26)
Cartesian Therapeutics, Inc. (Nasdaq: RNAC) and its wholly owned subsidiary, Cartesian Bio, LLC, entered into a Loan and Security Agreement on May 22, 2026, the company reported in an 8-K. The agreement provides senior secured term loans of up to $150.0 million. K2 HealthVentures LLC is the administrative agent, and Ankura Trust Company, LLC is the collateral trustee. The 8-K refers to "certain financial institutions" as lenders but does not name them. It also names no placement agent, underwriter or legal counsel.
The tranches and their conditions
The first tranche, $50.0 million, was funded on the closing date. A second tranche of $25.0 million can be drawn between January 1, 2027 and December 1, 2027, if Cartesian meets specified clinical and financing milestones by December 1, 2027. A third tranche of $25.0 million can be drawn between January 1, 2028 and June 1, 2028, subject to approval and sales milestones by June 1, 2028. A fourth tranche of up to $50.0 million is available only in the lenders' sole discretion.
The term loans mature on June 1, 2030. Monthly amortization of principal and interest begins July 1, 2029. Interest is variable and equals the greater of 8.95% and the prime rate plus 2.20%, payable monthly. Cartesian may prepay all outstanding loans, subject to a prepayment premium and an end of term fee. The 8-K does not say what the company will use the loan proceeds for.
Conversion rights and dilution
The lenders may convert up to $15.0 million of outstanding principal into common stock at $8.2526 a share, or into securities issued in a qualifying financing. Conversions before the first anniversary of the closing are capped at $5.0 million. For a qualifying financing, the conversion price is the lowest effective price per security in that financing, and for convertible securities it is $1.00 for each $1.00 of notional principal.
The conversion right carries a beneficial ownership cap of 9.985% of outstanding shares, waivable by the lenders, and an aggregate cap of 19.99% of the common stock outstanding on the closing date. Cartesian also agreed, on written request from the administrative agent, to file a registration statement covering the resale of the conversion shares.
Security and covenants
The loans are secured by a first priority interest in substantially all of the borrowers' assets, excluding intellectual property, subject to customary exceptions. Covenants restrict additional debt, liens, asset sales, dividends and changes of control, subject to customary exceptions.
The financial covenants have two parts. From April 1, 2027, a minimum unrestricted cash covenant applies whenever market capitalization is below $750.0 million. It requires unrestricted cash of at least 80% of the obligations to the lenders, which drops to 50% after the second tranche milestones are achieved and returns to 80% if the third tranche milestones are missed. From January 1, 2029, a trailing three-month net product revenue covenant of $40.0 million applies, tested at each quarter end with required growth.
The company's losses and cash
The 10-K filed March 9, 2026 reports a net loss of $130.3 million for 2025, up from $77.4 million in 2024. Cash used in operations was $73.9 million in 2025, against $23.7 million in 2024. Revenue fell to $2.8 million in 2025 from $38.9 million in 2024, and research and development expense rose to $58.0 million from $45.1 million.
The new debt is added to that record. Cartesian is a late clinical-stage company developing mRNA-based cell therapies for autoimmune diseases, with a Phase 3 trial, called AURORA, in acetylcholine receptor antibody positive generalized myasthenia gravis. The 10-K says current biologic treatments leave many patients with incomplete response, and that the company sees an unmet need for outpatient treatments given over a short period.
Other items in the filing
The 8-K also reports that Milos Miljkovic, M.D., the chief medical officer, gave notice of resignation on May 22, 2026. The company expects to sign a separation agreement and release with him on or about May 31, 2026, when his employment ends, in exchange for severance of six months' salary, eligibility for a pro-rated bonus and COBRA coverage for up to six months. Carsten Brunn, Ph.D., president, chief executive officer and chairman, signed the filing.