Carisma Announces Delisting from Nasdaq and SEC Deregistration

Rhea-AI Summary

Carisma Therapeutics (OTCID: CARM) announced its Board approved a voluntary delisting from Nasdaq and planned SEC deregistration to suspend and terminate Exchange Act reporting.

The company said Nasdaq suspended trading and a delist determination was issued after noncompliance with bid price and market-value listing rules; trading moved to the OTCID market tier under CARM on October 13, 2025. Carisma expects to file a Form 25 on or about December 15, 2025, with formal Nasdaq delisting becoming effective on or about December 25, 2025, and plans to file a Form 15 to suspend and then terminate reporting, with deregistration effective 90 days after Form 15 filing. The board cited the Nasdaq determination and an orderly wind down of operations as reasons for accelerating the steps.

Positive

• Trading moved to OTCID market tier on October 13, 2025
• Company plans to file Form 25 on or about December 15, 2025
• Formal Nasdaq delisting expected on or about December 25, 2025
• Deregistration expected 90 days after Form 15 filing

Negative

• Nasdaq issued a delist determination following noncompliance with listing rules
• Common stock was suspended from Nasdaq effective October 13, 2025
• Reporting obligations under the Exchange Act will terminate upon deregistration
• Company is pursuing an orderly wind down of operations

News Market Reaction

+9.28%

1 alert

+9.28% News Effect

On the day this news was published, CARM gained 9.28%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Share price: $0.0485 Daily change: -14.91% Trading volume: 543,528 shares +5 more

8 metrics

Share price $0.0485 Pre-news price for CARM

Daily change -14.91% 24h price change before article

Trading volume 543,528 shares Volume on day of article vs 20-day avg 368,778

Planned Form 25 date December 15, 2025 Company expects to file Form 25 for Nasdaq delisting

Nasdaq delisting effective December 25, 2025 Expected effective date of formal Nasdaq delisting

Form 15 effectiveness window 90 days Expected time for deregistration after Form 15 filing

Q3 collaboration revenue $45.3 million Reported in 10-Q for quarter ended September 30, 2025

Cash balance $2.8 million Cash and cash equivalents as of September 30, 2025; going-concern risk noted

Market Reality Check

Price: $0.0464 Vol: Volume 543,528 vs 20-day ...

normal vol

$0.0464 Last Close

Volume Volume 543,528 vs 20-day average 368,778 (relative volume 1.47x) ahead of delisting news. normal

Technical Price 0.0485 trades below the 200-day moving average at 0.26, reflecting a prolonged downtrend.

Peers on Argus

CARM fell 14.91% while peers were mixed: MTVA up 10.14%, NXTC up 7.75%, LPCN up ...

1 Up

CARM fell 14.91% while peers were mixed: MTVA up 10.14%, NXTC up 7.75%, LPCN up 1.63%, and names like PRTG and SYBX down 10.39% and 13.51%, indicating stock-specific pressure tied to delisting and deregistration.

Market Pulse Summary

The stock moved +9.3% in the session following this news. A strong positive reaction aligns with an ...

Analysis

The stock moved +9.3% in the session following this news. A strong positive reaction aligns with an extremely depressed starting point, with shares at $0.0485 and more than 96% below the 52-week high ahead of this announcement. Historically, recent filings described an orderly wind down and going-concern risk, so any sharp rebound would have contrasted with the company’s stated plan to delist and deregister. Investors would need to weigh whether speculative interest could persist once reporting obligations end and liquidity on major exchanges disappears.

Key Terms

Form 25, Form 15, Exchange Act, Nasdaq Listing Rules 5450(a)(1)

4 terms

Form 25 regulatory

"Nasdaq would file a Form 25 with the Securities and Exchange Commission"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"the Company intends to file a Form 15 with the SEC to suspend"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Exchange Act regulatory

"to suspend and ultimately terminate the Company's reporting obligations under the Securities and Exchange Act of 1934"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

Nasdaq Listing Rules 5450(a)(1) regulatory

"noncompliance with the bid price, market value of listed securities, and market value of publicly held shares requirements set forth in Nasdaq Listing Rules 5450(a)(1)"

Nasdaq Listing Rule 5450(a)(1) is a stock exchange standard that requires a listed company's shares to maintain a minimum trading bid price (commonly $1.00) to remain on the exchange. It matters to investors because falling below that floor can trigger a warning and possible delisting, similar to a store losing its lease if it no longer meets a mall’s rent rules—affecting liquidity, valuation and the ease of buying or selling the stock.

AI-generated analysis. Not financial advice.

PHILADELPHIA, Dec. 5, 2025 /PRNewswire/ -- Carisma Therapeutics Inc. (OTCID: CARM) (the "Company") today announced that its Board of Directors (the "Board") has approved and the Company intends to proceed with the voluntary delisting of its common stock from The Nasdaq Stock Market LLC ("Nasdaq") and the deregistration of its common stock in order to suspend and ultimately terminate the Company's reporting obligations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

As previously reported, as a result of the Company's previously disclosed noncompliance with the bid price, market value of listed securities, and market value of publicly held shares requirements set forth in Nasdaq Listing Rules 5450(a)(1), 5450(b)(2)(C), and 5450(b)(2)(A), respectively, the Company received a delist determination letter from Nasdaq on October 9, 2025 (the "Determination Letter") and the Company's common stock was suspended from trading on Nasdaq effective at the open of business on October 13, 2025. The Company's common stock commenced trading on the OTCID market tier operated by the OTC Markets Group on October 13, 2025, under the trading symbol "CARM."

The Determination Letter indicated that, once all applicable appeal periods had lapsed, Nasdaq would file a Form 25 with the Securities and Exchange Commission (the "SEC") to complete the delisting of the Company's common stock from Nasdaq. Notwithstanding, the Company today notified Nasdaq of its intention to voluntarily delist its shares of common stock from Nasdaq rather than await Nasdaq's filing of a Form 25 at some later date. The Company anticipates that it will file a Form 25 with the SEC to effect the delisting and deregistration of its common stock on or about December 15, 2025 and that the formal delisting of the Company's common stock from Nasdaq will become effective on or about December 25, 2025.

Following the delisting of the Company's common stock from Nasdaq, the Company intends to file a Form 15 with the SEC to suspend and then terminate its reporting obligations under the Exchange Act. The Company will be relieved of all reporting obligations under the Exchange Act upon the effectiveness of the deregistration. The Company expects that the deregistration of its common stock will become effective 90 days after the filing of the Form 15 with the SEC. The documents filed with the SEC will be available on the Company's website at https://carismatx.com/.

The Board determined to accelerate the delisting and deregistration of its common stock after careful consideration of numerous factors, including receipt of the Determination Letter from Nasdaq, the expected filing in due course of a Form 25 by Nasdaq, and the Company's ongoing pursuit of an orderly wind down of its operations.

About Carisma Therapeutics

Carisma Therapeutics is a biotechnology company that was previously focused on applying its industry leading expertise in macrophage engineering to develop transformative therapies to treat serious diseases including liver fibrosis and cancer. Carisma is headquartered in Philadelphia, PA.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the expected timing of the delisting from Nasdaq and deregistration of the Company's common stock, the Company's ability to preserve cash in order to adequately fund an orderly wind down of the Company's operations, and the Company's actions to maximize the Company's cash position for the benefit of its stakeholders. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "hope," "intend," "may," "plan," "potential," "predict," "project," "target," "should," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including those risks described under the caption "Risk Factors" in Carisma's Annual Report on Form 10-K for the year ended December 31, 2024, which was originally filed with the SEC on March 31, 2025, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2025 and subsequent Quarterly Reports on Form 10-Q filed with the SEC, each of which is on file with the SEC, and risks described in other filings that the Company may make with the SEC in the future.  The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason, except as otherwise required by law.

Contact:
Steven Kelly
steven.kelly@carismatx.com

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SOURCE Carisma Therapeutics Inc.

FAQ

Why is Carisma (CARM) delisting from Nasdaq on December 25, 2025?

The board cited a Nasdaq delist determination after noncompliance with bid price and market-value listing rules and decided to accelerate voluntary delisting with an expected effective date of December 25, 2025.

When will Carisma (CARM) file Form 25 to effect Nasdaq delisting?

Carisma expects to file a Form 25 on or about December 15, 2025 to effect the delisting.

What happened to Carisma (CARM) trading after Nasdaq suspension on October 13, 2025?

Following suspension, Carisma common stock began trading on the OTCID market tier under the symbol CARM on October 13, 2025.

When will Carisma (CARM) stop SEC reporting under the Exchange Act?

The company intends to file a Form 15; deregistration and relief from reporting obligations are expected 90 days after Form 15 filing.

Will Carisma (CARM) remain listed anywhere after Nasdaq delisting?

After Nasdaq delisting, the company will continue trading on the OTCID market tier under CARM; Nasdaq listing is expected to end on or about December 25, 2025.