UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CARTESIAN, INC.
(Name of Subject Company (Issuer))

CARTESIAN HOLDINGS, INC.
(Offeror)

CARTESIAN HOLDINGS, LLC
(Parent of Offeror)

Blackstreet Capital Holdings, LLC
(Other Person)

(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person))

COMMON STOCK, PAR VALUE $0.005 PER SHARE
(Title of Class of Securities)

146534102
(CUSIP Number of Class of Securities)

Murry Gunty
President

Cartesian Holdings, Inc.
5425 Wisconsin Ave, Suite 701
Chevy Chase, Maryland 20815
(240) 223-1333
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

CALCULATION OF FILING FEE

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying 9,387,069 issued and outstanding shares of common stock, par value $0.005 (the “Shares”), of Cartesian, Inc., a Delaware corporation (“Cartesian”), multiplied by the offer price of $0.40 per Share. The calculation of the filing fee is based on information provided by Cartesian as of April 10, 2018.

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, by multiplying the transaction valuation by 0.0001245.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

This Tender Offer Statement on Schedule TO (this “ Schedule TO ”) relates to the tender offer by Cartesian Holdings, Inc., a Delaware corporation (“ Merger Sub ”) and a wholly owned direct subsidiary of Cartesian Holdings, LLC, a Delaware limited liability company (“ Parent ”), for all of the outstanding shares of common stock, par value $0.005 per share (“ Shares ”), of Cartesian, Inc., a Delaware corporation (“ Cartesian ”), at a price of $0.40 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated April 10, 2018 (the “ Offer to Purchase ”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “ Letter of Transmittal ”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “ Offer .”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

The Agreement and Plan of Merger, dated as of March 21, 2018 (as it may be amended from time to time, the “ Merger Agreement ”), by and among the Company, Parent and Merger Sub, a copy of which is attached as Exhibit (d)(1) hereto, and the Tender and Support Agreement, dated as of March 21, 2018 (as it may be amended from time to time, the “Tender and Support Agreement”), with certain stockholders, which is attached as Exhibit (d)(6) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Regulation M-A Item 1002

(a)       Name and Address . The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Cartesian, Inc.
7300 College Boulevard, Suite 302
Overland Park, Kansas 66210
(913) 345-9315

(b)-(c) Securities; Trading Market and Price . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

INTRODUCTION

THE TENDER OFFER – Section 6 (“Price Range of Shares; Dividends”)

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER – Section 8 (“Certain Information Concerning Parent and Merger Sub”)

SCHEDULE I – Information Relating to Parent and Merger Sub

Regulation M-A Item 1004

(a)       Material Terms . The information set forth in the Offer to Purchase is incorporated herein by reference.

(b)       Significant Corporate Events . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

Regulation M-A Item 1006

(a)       Purposes . The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:

THE TENDER OFFER – Section 12 (“Purpose of the Offer; Plans for Cartesian”)

(c) (1)-(7) Plans . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

Regulation M-A Item 1007

(a)       Source of Funds . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

(b) and (d) Conditions; Borrowed Funds . Not applicable.

Regulation M-A Item 1008

(a)       Securities Ownership . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SCHEDULE I—Information Relating to Parent and Merger Sub

(b)       Securities Transactions . None.

Regulation M-A Item 1009

(a)       Solicitations or Recommendations . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

Regulation M-A Item 1010

(a)       Financial Information . Not Applicable.

(b)       Pro Forma Information . Not Applicable.

Regulation M-A Item 1011

(a)       Agreements, Regulatory Requirements and Legal Proceedings . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

(c)       Other Material Information . The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

Regulation M-A Item 1016

See Exhibit Index.

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2018