Every 8-K that CARISMA THERAPEUTICS INC (CARM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CARM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CARM filings page.
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) 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.
Carisma Therapeutics Inc. reported that it received a delisting determination letter from Nasdaq, and its common stock is expected to be suspended from trading on Nasdaq at the open of business on October 13, 2025. After applicable appeal periods, Nasdaq intends to file a Form 25 to complete the delisting, and the company does not plan to appeal.
Carisma has obtained approval to list its common stock on the OTCID market tier operated by OTC Markets Group and expects trading there to begin on October 13, 2025 under the symbol “CARM,” though there is no guarantee trading or market making will continue.
The company states it expects to keep trying to sell or otherwise monetize its remaining assets and pursue an orderly wind down of operations, but it notes it is unlikely that there will be a meaningful amount of cash available for distribution to stockholders and that it may later file a Form 15 to suspend SEC reporting obligations.
Carisma Therapeutics reported a major strategic setback and potential wind down of its business. The company amended its collaboration with Moderna, receiving a one-time $4.0 million cash payment, after which Moderna owes no further milestones, royalties or research payments, and its licenses became fully paid-up, perpetual and royalty-free.
Carisma also terminated its planned merger with OrthoCellix, a subsidiary of Ocugen, after OrthoCellix failed to secure at least $25.0 million in concurrent financing. Under the merger terms, OrthoCellix is required to pay a $750,000 termination fee and $500,000 in expense reimbursement, though it has not confirmed it will pay and Carisma plans to vigorously enforce these rights.
After the merger collapse, Carisma’s board is pursuing asset monetization and evaluating alternative strategic transactions but warns it may need to dissolve and liquidate the company. The company highlights a high risk of Nasdaq delisting by October 7, 2025 and states it is unlikely that a wind down would leave a meaningful cash distribution for stockholders.
Carisma Therapeutics Inc. entered into a subscription agreement with Ocugen for a private placement of $5.0 million of common stock, to be priced using valuation and share-count formulas defined in the existing merger agreement between the companies. This Ocugen investment is intended to form part of a broader concurrent equity investment of at least $25.0 million, and is expected to close at or immediately after the completion of the planned merger with OrthoCellix, subject to stockholder approval, the merger closing and customary conditions.
The company will also provide registration rights for the resale of the Ocugen shares and other concurrent investors’ stock after the transaction. Carisma amended and restated CEO Steven Kelly’s employment agreement, effective at merger closing, and agreed to grant him options equal to 4.0% of fully diluted capitalization, vesting over three years. A separate retention and transaction bonus arrangement could pay Mr. Kelly lump-sum bonuses tied to remaining in role through the merger closing or October 31, 2025, with trade-offs versus existing severance protections.
Nasdaq granted Carisma additional time to regain listing compliance. The company must complete the merger and meet initial listing standards, including a $4.00 minimum closing bid price per share before the merger by October 7, 2025, and then show a closing bid price of at least $1.00 per share for ten consecutive trading days on or before October 21, 2025. The panel may still reconsider the listing decision, and the company cautions there is no assurance it will meet all conditions.
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.