Carisma Therapeutics (CARM) plans Nasdaq delisting, SEC deregistration and wind-down leadership shift

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Voluntary Nasdaq delisting and planned SEC deregistration, signaling an exit from public markets and a shift away from operating as a typical public company.
• Explicit focus on wind-down activities and going concern risks, indicating the business is being managed toward an orderly wind down rather than ongoing growth.
• Multiple executive and director resignations, including the Vice President of Finance and three directors, consolidating control in a small wind-down leadership group.

Insights

Equity analyst

Carisma is delisting, planning to deregister, and moving into formal wind down under new leadership.

Carisma Therapeutics has chosen to voluntarily delist its common stock from Nasdaq after trading was already suspended for noncompliance with Nasdaq rules. The board plans to file a Form 25, with delisting expected to take effect 10 days later, and then file a Form 15 to end its reporting obligations under Sections 13 and 15(d) of the Exchange Act. This sequence signals a transition away from being a publicly reporting company.

Leadership and board changes are aligned with a wind-down strategy. Steven Kelly is serving briefly as interim CEO and principal executive officer through December 31, 2025, as a consultant at $350 per hour. Effective January 1, 2026, Craig R. Jalbert, an accountant with long experience in distressed and winding-down businesses, will become CEO, president, treasurer, secretary, and principal executive, financial, and accounting officer, and will join the board for $50,000 per year. Several directors and the Vice President of Finance are resigning, which concentrates governance and operational control in a small wind-down team.

The company explicitly references risks tied to preserving cash, its ability to continue as a going concern, and executing an orderly wind down. For investors, these steps suggest the equity is no longer being managed as a going-concern growth vehicle but rather as part of a structured wind-down process. Subsequent company communications and required regulatory steps around the delisting and deregistration will frame how and when this process progresses.

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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): December 4, 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.)
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

* Trading of the registrant’s common stock on Nasdaq was suspended effective at the open of business on October 13, 2025. The registrant’s common stock is currently quoted on the OTCID market tier operated by The OTC Markets Group under the symbol “CARM.”

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, the common stock, $0.001 par value per share (the “Common Stock”) of Carisma Therapeutics Inc. (the “Company”) was suspended from trading on The Nasdaq Stock Market LLC (“Nasdaq”) effective at the open of business on October 13, 2025, as a result of the Company’s noncompliance with the Nasdaq Listing Rules. Nasdaq 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 Common Stock from Nasdaq. On December 4, 2025, the Board of Directors of the Company (the “Board”) approved the voluntary delisting of the Common Stock from Nasdaq rather than await Nasdaq’s filing of a Form 25 at some later date.

On December 5, 2025, the Company notified Nasdaq of the Company’s intention to file a Form 25 with the SEC on or about December 10, 2025 to effect the formal delisting of the Common Stock. The Company anticipates that the formal delisting of the Common Stock will become effective 10 days after the filing. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to suspend and ultimately terminate the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Executive Officer

On December 5, 2025, Natalie McAndrew notified the Company of her decision to resign as Vice President of Finance, Treasurer and Secretary of the Company, effective as of December 31, 2025. The resignation was not a result of any disagreement with the Company’s operations, policies or practices.

Appointment of Executive Officers and Director

On December 4, 2025, the Board appointed Steven Kelly to serve as the interim Chief Executive Officer of the Company on a consulting basis, effective immediately. In connection with his appointment, Mr. Kelly was designated as the Company’s principal executive officer. On December 4, 2025, the Company also entered into a Consulting Agreement with Mr. Kelly (the “Consulting Agreement”), pursuant to which he will serve as the Company’s interim Chief Executive Officer until December 31, 2025 and will be compensated at rate of $350 per hour. For a description of Mr. Kelly’s biography, refer to the Company’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 29, 2025.

On December 4, 2025, the Board appointed Craig R. Jalbert to serve as the Chief Executive Officer, President, Treasurer and Secretary of the Company, effective as of January 1, 2026, to succeed Mr. Kelly and to assist with the Company’s remaining wind down activities. In connection with his appointment, Mr. Jalbert was appointed as the Company’s principal executive officer, principal financial officer and principal accounting officer, effective as of January 1, 2026. On December 4, 2025, the Board also appointed Mr. Jalbert as a director, effective as of January 1, 2026.

Mr. Jalbert, age 64, has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice on distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind down phases.

The Company will pay Mr. Jalbert $50,000 per year of service, pursuant to a letter agreement with Verdolino & Lowey, P.C. that the Company entered into on December 5, 2025. Mr. Jalbert will not receive any compensation under the Company’s non-employee director compensation policy. Mr. Jalbert has no family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Jalbert and any other person pursuant to which he was elected as an officer of the Company. There are no transactions involving Mr. Jalbert requiring disclosure under Item 404(a) of Regulation S-K.

Director Resignations

On December 4, 2025, each of Sohanya Cheng, Marella Thorell and Sanford Zweifach notified the Company of such director’s decision to resign from the Board and all committees thereof, effective as of December 31, 2025. The resignations were not a result of any disagreement with the Company’s operations, policies or practices.

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 pursuit of wind-down activities and the delisting and deregistration of the Common Stock. 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 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 September 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.
	By:	/s/ Steven Kelly
Date: December 5, 2025		Steven Kelly
		Interim Chief Executive Officer

FAQ

What is Carisma Therapeutics Inc. (CARM) doing with its Nasdaq listing?

Carisma Therapeutics Inc. has approved the voluntary delisting of its common stock from Nasdaq. The company plans to file a Form 25 with the SEC on or about December 10, 2025, and expects the delisting to become effective 10 days after that filing.

Will Carisma Therapeutics (CARM) continue to file reports with the SEC?

After the Nasdaq delisting becomes effective, Carisma Therapeutics intends to file a Form 15 with the SEC to suspend and ultimately terminate its reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Who is leading Carisma Therapeutics during its wind down?

Effective immediately on December 4, 2025, Steven Kelly was appointed interim Chief Executive Officer and principal executive officer on a consulting basis at $350 per hour through December 31, 2025. 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 will also join the board.

What is Craig R. Jalbert’s background and compensation at Carisma Therapeutics?

Craig R. Jalbert, age 64, has been a principal at the accounting firm Verdolino & Lowey, P.C. since 1987, focusing on distressed businesses and wind downs. Carisma will pay Verdolino & Lowey, P.C. $50,000 per year of Mr. Jalbert’s service under a letter agreement dated December 5, 2025.

Which executives and directors are resigning from Carisma Therapeutics (CARM)?

Natalie McAndrew is resigning as Vice President of Finance, Treasurer, and Secretary effective December 31, 2025, and the company states her resignation is not due to any disagreement. Directors Sohanya Cheng, Marella Thorell, and Sanford Zweifach will resign from the board and all committees, also effective December 31, 2025, likewise not due to disagreements with company operations, policies, or practices.

Is Carisma Therapeutics planning to wind down its operations?

The company notes that Craig R. Jalbert is being appointed to assist with the company’s remaining wind down activities and includes forward-looking statements about pursuing wind-down activities. It also highlights risks related to preserving cash resources, its ability to continue as a going concern, and its ability to execute a planned orderly wind down.

Where is Carisma Therapeutics’ common stock currently traded after Nasdaq suspension?

Trading of Carisma Therapeutics’ common stock on Nasdaq was suspended effective at the open of business on October 13, 2025. The common stock is currently quoted on the OTCID market tier operated by The OTC Markets Group under the symbol “CARM”.