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
Key Figures
Market Reality Check
Peers on Argus 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
This announcement formalizes Carisma’s transition off Nasdaq and toward SEC deregistration, following earlier disclosures of an orderly wind down and going-concern uncertainty. The company plans a Form 25 around December 15, 2025 and a Form 15 to end Exchange Act reporting roughly 90 days after filing. Prior 10-Q filings highlighted ceased R&D, asset monetizations, and low cash levels, so tracking remaining filings and wind-down steps is critical for assessing ongoing information access and residual equity claims.
AI-generated analysis. Not financial advice.
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
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?
When will Carisma (CARM) file Form 25 to effect Nasdaq delisting?
What happened to Carisma (CARM) trading after Nasdaq suspension on October 13, 2025?
When will Carisma (CARM) stop SEC reporting under the Exchange Act?
Will Carisma (CARM) remain listed anywhere after Nasdaq delisting?
