Carisma Therapeutics Inc SEC Filings

Carisma Therapeutics, Inc. (CARM) submitted a Form 144 notifying of a proposed sale of 484,347 common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value listed as $134,164.12. The filing reports 41,788,096 shares outstanding and names 09/30/2025 as the approximate sale date on NASDAQ. The shares were acquired as founder stock on 05/31/2017 from the issuer, and the filing indicates the payment/nature of disposition as compensation. The filer reports no sales in the past three months. Several identifying filer and contact fields are not provided in the notice.

Amendment No. 6 to a Schedule 13D for Carisma Therapeutics, Inc. (CARM) corrects prior reporting and discloses that HealthCap VII, L.P. and related reporting persons sold multiple blocks of common stock in August and early September 2025. The filing lists specific transactions: 147,884 shares on August 22 at $0.231, 92,900 shares on August 25 at $0.231, 80,201 shares on August 26 at $0.235, 110,214 shares on August 27 at $0.229, 82,194 shares on August 28 at $0.22765, 91,852 shares on August 29 at $0.22037, and 2,116,678 shares on September 2 at $0.46802. The reporting persons state they ceased to be beneficial owners of more than 5% of the common stock as of September 2, 2025. The amendment also corrects previously reported share counts and sale quantities from Amendment No. 5.

HealthCap VII, L.P. and its related entities report beneficial ownership of 2,014,372 shares of Carisma Therapeutics Inc. common stock, equal to 4.8% of the class based on 41,788,096 shares outstanding as of August 5, 2025. The filing amends prior Schedule 13D disclosures to report open-market sales totaling 707,551 shares executed August 22–29, 2025 at prices ranging from $0.22037 to $0.24667 per share. Following the sales, the reporting persons stated they ceased to be beneficial owners of more than 5% of the common stock as of August 29, 2025. The cover pages identify the reporting entities as Delaware-organized and list source-of-funds codes provided on the cover pages.

Carisma Therapeutics and OrthoCellix are proposing a merger that would combine Carisma's remaining assets, including its in vivo mRNA/LNP CAR-M programs and collaboration with Moderna, with OrthoCellix's NeoCart business. The transaction contemplates an anticipated Concurrent Financing expected to raise approximately $25.0 million (with Ocugen committed to at least $5.0 million), an exchange ratio that fixes post-closing ownership (subject to cash and financing adjustments), and contingent value rights tied to potential future dispositions of Carisma legacy assets.

The filing highlights material risks: Carisma has very limited cash and a going-concern explanatory paragraph from its auditor; Carisma does not currently meet Nasdaq listing requirements; the merger will dilute existing holders (issuance representing >20% of Carisma outstanding) and could change control; termination fees of $500,000 or $750,000 (plus up to $500,000 expense reimbursement) apply in certain circumstances; and OrthoCellix remains dependent on successful Phase 3 development, manufacturing arrangements (Ocugen) and additional capital to achieve commercial viability. The proxy/prospectus contains multiple governance proposals required for the transaction.

Carisma Therapeutics (CARM) Schedule 13D/A reports that HealthCap VII, L.P. and related entities beneficially own 2,721,923 shares of common stock, representing 6.5% of the outstanding class based on ~41.79 million shares outstanding. The filing lists a series of open-market sales totaling 676,025 shares between August 13 and August 21, 2025, with prices ranging from $0.289 to $0.228 per share. The cover-page ownership figures and voting/dispositive powers show sole voting and dispositive power over all reported shares. The filing supplies addresses and authorized signatories for the reporting persons.

On August 5, 2025, Carisma Therapeutics held a Special Meeting where stockholders approved an amendment to the Restated Certificate of Incorporation to authorize a reverse stock split at a ratio between 1-for-10 and 1-for-50. The reverse split amendment passed with 21,783,014 votes in favor, 3,352,989 against and 92,853 abstentions. Stockholders also approved an adjournment proposal (21,857,158 for, 3,283,313 against, 88,385 abstentions); adjournment was not required because there was a quorum and sufficient votes to adopt the reverse split. The amendment allows the Board to determine the exact ratio and timing of any reverse split without further stockholder approval. The company notes related merger materials, including a Form S-4 containing the proxy statement, have been filed and are available on SEC.gov and the company website.