[8-K] Cartesian Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Cartesian Therapeutics (RNAC) eliminated its Chief Scientific Officer role and provided a termination without cause notice to Christopher Jewell, Ph.D., effective November 14, 2025. The company and Dr. Jewell subsequently entered into a separation agreement on October 20, 2025.

Under the agreement, Dr. Jewell released claims through November 14, 2025 in exchange for severance benefits defined in his March 26, 2024 employment agreement, including 12 months of salary and eligibility for a pro‑rated bonus. The separation agreement will be filed with the company’s Annual Report on Form 10‑K for the year ending December 31, 2025.

Insights

Corporate governance analyst

Leadership change: CSO role eliminated; standard severance applies.

Cartesian Therapeutics disclosed the elimination of the Chief Scientific Officer position and a without‑cause termination effective November 14, 2025. The separation was formalized on October 20, 2025, indicating a structured transition rather than a disciplinary action.

Severance follows the pre‑existing employment agreement, including 12 months of salary and a pro‑rated bonus, contingent on a broad release of claims through the effective date. This points to routine contractual treatment and reduces uncertainty around terms.

Operational implications depend on how responsibilities previously under the CSO are reassigned. Subsequent filings may provide detail when the separation agreement is filed with the FY 2025 Form 10‑K.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2025

CARTESIAN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37798

26-1622110

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7495 New Horizon Way, Frederick, MD 21703

(Address of principal executive offices)(Zip Code)

(301) 348-8698

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock (Par Value $0.0001)			RNAC			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2025, Cartesian Therapeutics, Inc. (the “Company”) eliminated the position of Chief Scientific Officer and delivered a notice of termination of employment without cause to Christopher Jewell, Ph.D., who currently serves as the Company’s Chief Scientific Officer, each effective as of November 14, 2025. On October 20, 2025, the Company and Dr. Jewell entered into a separation agreement and release (the “Separation Agreement”).

Pursuant to the Separation Agreement, Dr. Jewell agreed to release the Releasees (as such term is defined in the Separation Agreement) from any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Dr. Jewell may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including November 14, 2025, in consideration for receipt from the Company of the severance payments and benefits described in the employment agreement, dated March 26, 2024, by and between the Company and Dr. Jewell (the “Jewell Employment Agreement”), including payment of 12-months’ salary and eligibility for a pro-rated bonus. The Jewell Employment Agreement was filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and is incorporated herein by reference.

A copy of the Separation Agreement is expected to be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CARTESIAN THERAPEUTICS, INC.
Date: October 21, 2025			By:			/s/ Carsten Brunn, Ph.D.
						Carsten Brunn, Ph.D.
						President and Chief Executive Officer

FAQ

What did RNAC announce regarding its Chief Scientific Officer?

Cartesian Therapeutics eliminated the Chief Scientific Officer position and issued a termination without cause to Christopher Jewell, Ph.D., effective November 14, 2025.

When was the separation agreement with Dr. Jewell executed?

The company and Dr. Jewell entered into a separation agreement on October 20, 2025.

What severance terms apply to RNAC’s departing CSO?

Per the March 26, 2024 employment agreement, severance includes 12 months of salary and eligibility for a pro‑rated bonus.

Is there a release of claims in the RNAC separation agreement?

Yes. Dr. Jewell agreed to release claims through November 14, 2025 in exchange for severance benefits.

Where will the separation agreement be available?

A copy is expected to be filed with RNAC’s Form 10‑K for the year ending December 31, 2025.

Was the termination characterized as for cause?

No. The company stated the termination was without cause.