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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 14, 2025
Carisma Therapeutics Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-36296 |
|
26-2025616 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| |
|
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3675 Market Street, Suite 401
Philadelphia, PA |
|
|
|
19104 |
| (Address of Principal Executive Offices) |
|
|
|
( Zip Code) |
Registrant’s telephone number, including
area code: (267) 491-6422
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| |
|
|
|
|
| Title of each class |
|
Trading
Symbol(s) |
|
Name of exchange
on which registered |
| Common
Stock, $0.001 par value per share |
|
CARM |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously disclosed, Carisma Therapeutics Inc. (the “Company”) expects to continue to continue to attempt to sell
or otherwise dispose of or monetize its remaining assets and pursue an orderly wind down of its remaining operations. As part of the wind
down activities, on October 15, 2025, the Company notified (1) Steven Kelly, the Company’s President and Chief Executive Officer,
that his employment with the Company will terminate without cause, effective November 15, 2025, and (2) Michael Klichinsky, Pharm.D.,
Ph.D., the Company’s Chief Scientific Officer, that his employment with the Company will terminate without cause, effective October
15, 2025.
Separation
Agreement with Steven Kelly
On
October 15, 2025, the Company entered into a Separation and Release Agreement with Mr. Kelly (the “Kelly Separation Agreement”),
pursuant to which, based on his termination without cause, Mr. Kelly is entitled to receive, subject to his execution and non-revocation
of a release of claims in favor of the Company and compliance with all post-employment obligations under law or any restrictive covenant
agreement with the Company, (1) a lump sum payment equal to twelve months of his base salary, (2) a lump sum payment equal
to 100% of his target bonus for 2025 pro-rated based on his departure date of November 15, 2025, and (3) for the earlier of 12 months
or until Mr. Kelly becomes eligible for health insurance benefits by a subsequent employer, a taxable monthly payment of $3,757, which
he may use to cover health insurance costs or for any other purpose, in each case, minus any applicable deductions and withholdings. The
Kelly Separation Agreement supersedes the Retention and Transaction Bonus Agreement, dated August 29, 2025, by and between the Company
and Mr. Kelly (the “Bonus Agreement”), which Bonus Agreement will be of no further force or effect.
Following
Mr. Kelly’s termination, the Company expects to appoint a consultant to serve as the Company’s chief executive officer and
manage remaining wind-down activities.
Separation Agreement
with Michael Klichinksy
On
October 15, 2025, the Company entered into a Separation and Release Agreement with Dr. Klichinsky (the “Klichinsky Separation
Agreement”, pursuant to which, based on his termination without cause, Dr. Klichinsky is entitled to receive, subject to his execution
and non-revocation of a release of claims in favor of the Company and compliance with all post-employment obligations under law or any
restrictive covenant agreement with the Company, (1) twelve months of his base salary, payable in installments over 12 months
in accordance with the Company’s regular payroll practices, (2) a lump sum payment equal to 100% of his target bonus for 2025
pro-rated based on his departure date of October 15, 2025, and (3) for the earlier of 12 months or until Dr. Klichinsky becomes eligible
for health insurance benefits by a subsequent employer, a taxable monthly payment of $2,245, which he may use to cover health insurance
costs or for any other purpose, in each case, minus any applicable deductions and withholdings.
The
foregoing descriptions of the Kelly Separation Agreement and the Klichinsky Separation Agreement do not purport to be complete and are
qualified in their entirety by reference to the complete text of such agreements, copies of which are filed hereto as Exhibit 10.1 and
Exhibit 10.2, respectively, and are incorporated herein by reference.
Director Resignations
On October 14, 2025,
each of John Hohneker, M.D., Briggs Morrison, M.D. and David Scadden M.D. notified the Company of such director’s decision to resign
from the Company’s board of directors (the “Board”) and all committees thereof, effective October 15, 2025. On
October 14, 2025, Mr. Kelly notified the Company of his decision to resign from the Board, effective November 15, 2025. The resignations
were not a result of any disagreement with the Company’s operations, policies or practices.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Separation and Release
Agreement, dated October 15, 2025, by and between the Company and Steven Kelly |
| 10.2 |
|
Separation and Release
Agreement, dated October 15, 2025, by and between the Company and Michael Klichinsky |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
This Current
Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the potential
pursuit of asset monetization transactions and wind-down activities. Certain of these forward-looking statements can be identified by
the use of words such as “expects,” “intends,” “plans,” “may,” “should,”
“will,” “seeks,” or other similar expressions. Any forward-looking statements are based on management’s
current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ
materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include,
but are not limited to, risks associated with the Company’s ability to identify and complete asset monetization transactions; the
Company’s ability to preserve its existing cash resources; the Company’s ability to continue as a going concern; the Company’s
ability to execute a planned orderly wind down; and other risks related to the Company’s business. For a discussion of these risks
and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained
in the forward-looking statements, see the “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as well as discussions of potential
risks, uncertainties, and other important factors in the Company’s other recent filings with the Securities and Exchange Commission.
Any forward-looking statements that are made in this Current Report on Form 8-K speak as of the date of this Current Report on Form 8-K.
The Company undertakes no obligation to revise the forward-looking statements or to update them to reflect events or circumstances occurring
after the date of this Current Report on Form 8-K, whether as a result of new information, future developments or otherwise, except as
required by the federal securities laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CARISMA THERAPEUTICS INC. |
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|
|
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By: |
/s/ Steven Kelly |
| Date: October 15, 2025 |
|
Steven Kelly |
| |
|
President and Chief Executive Officer |
