Welcome to our dedicated page for Carisma Therapeutics SEC filings (Ticker: CARM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tracking SEC filings for a biotech company undergoing strategic review requires attention to specific disclosure patterns. Carisma Therapeutics Inc (CARM) has filed Form 25 with the SEC to complete its delisting from Nasdaq, making its historical regulatory documents particularly relevant for understanding the company's trajectory.
Carisma's 10-K annual reports detail the development costs and progress of its CAR-macrophage platform, breaking down spending across its ex vivo oncology program and liver fibrosis research. These filings reveal how the company allocated resources between its proprietary programs and the Moderna collaboration for in vivo CAR-M development.
The company's 8-K filings document material events including:
- Workforce reductions and operational restructuring
- Strategic alternative announcements
- Nasdaq compliance notices and delisting proceedings
- Research and development program status changes
Form 4 insider transaction records show how executives and directors managed their equity positions as the company navigated financial challenges. Proxy statements (DEF 14A) detail executive compensation structures during both growth and restructuring phases.
For a clinical-stage biotech that has paused R&D activities, quarterly 10-Q filings track cash runway calculations and going concern disclosures. Our AI-powered analysis helps identify key financial metrics buried within complex accounting footnotes, including collaboration revenue recognition from the Moderna partnership and stock-based compensation expenses.
This filings archive serves as a record of Carisma's regulatory history from its time as a Nasdaq-listed company through its transition to OTC trading.
Carisma Therapeutics Inc. has submitted a Form 25 titled “Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934” for its common stock on The Nasdaq Stock Market LLC. The filing identifies the affected security as common stock with $0.001 par value per share and is signed by Interim Chief Executive Officer Steven Kelly, dated December 15, 2025.
Carisma Therapeutics Inc. plans to fully exit public markets and wind down its business. The board approved a voluntary delisting of its common stock from Nasdaq and intends to file a Form 25 with the SEC on or about December 10, 2025, with delisting expected to become effective 10 days later. After that, the company plans to file a Form 15 to suspend and ultimately terminate its SEC reporting obligations.
The company is transitioning leadership to support an orderly wind down. Steven Kelly was appointed interim Chief Executive Officer and principal executive officer on a consulting basis through December 31, 2025, at a rate of $350 per hour. Effective January 1, 2026, Craig R. Jalbert will become Chief Executive Officer, President, Treasurer, Secretary, and the company’s principal executive, financial, and accounting officer, and a director, with compensation of $50,000 per year. Several directors and the Vice President of Finance are resigning, and the company highlights risks related to preserving cash, continuing as a going concern, and executing its planned orderly wind down.
Carisma Therapeutics (CARM) filed its Q3 report, highlighting a wind down strategy and going‑concern risk. The company reported $45.3 million in collaboration revenue in Q3, driven by recognition of deferred amounts and a $4.0 million one‑time payment from a September 16, 2025 amendment to its Moderna agreement. This produced net income of $44.7 million (EPS $1.07) for the quarter.
Cash and cash equivalents were $2.8 million as of September 30, 2025, and management stated substantial doubt about continuing as a going concern. Deferred revenue fell to zero from $45.0 million, total liabilities were $7.4 million, and stockholders’ deficit narrowed to $0.9 million.
The planned merger with OrthoCellix was terminated on September 16, 2025; Carisma recorded a $1.3 million receivable for a termination fee and expense reimbursement. Trading of its common stock on Nasdaq was suspended October 13, 2025, and shares now trade on the OTCID market. Carisma has ceased R&D, is pursuing asset monetizations, and is preparing an orderly wind down; it may file a Form 15 to suspend SEC reporting and notes it is unlikely a meaningful cash amount will be available for stockholder distribution.
Carisma Therapeutics (CARM) announced leadership changes aligned with an orderly wind down and asset monetization plan. The Company will terminate CEO Steven Kelly without cause effective November 15, 2025, and CSO Michael Klichinsky, Pharm.D., Ph.D., effective October 15, 2025. Each entered into separation agreements providing 12 months of base salary, a lump sum equal to 100% of 2025 target bonus pro‑rated to their departure dates, and taxable monthly payments for up to 12 months to offset health insurance costs: $3,757 for Mr. Kelly and $2,245 for Dr. Klichinsky.
The Company expects to appoint a consultant to serve as chief executive officer to manage remaining wind‑down activities. Directors John Hohneker, M.D., Briggs Morrison, M.D., and David Scadden, M.D., resigned effective October 15, 2025, and Mr. Kelly will resign from the Board effective November 15, 2025; the resignations were not due to disagreements with Company policies or practices.
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