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.
The Carisma Therapeutics Inc. (CARM) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, which document both its historical operations as a clinical-stage biopharmaceutical company and its later transition toward delisting, deregistration, and wind down activities.
Through current reports on Form 8-K, Carisma has reported material events such as strategic restructuring, workforce reductions, program reprioritizations, amendments to its collaboration and license agreement with Moderna, and the termination of a planned merger with OrthoCellix, a subsidiary of Ocugen. These filings also describe the company’s efforts to monetize assets, its assessment of strategic alternatives, and its expectation that there may be limited or no meaningful cash available for distribution to stockholders in a potential wind down or dissolution.
Filings under Item 3.01 of Form 8-K outline Carisma’s noncompliance with Nasdaq listing standards, including bid price and market value requirements, the granting of temporary listing exceptions, and subsequent developments that led to the suspension of trading on Nasdaq and transfer to the OTCID market tier under the symbol CARM.
Two key documents on this page are the Form 25 and Form 15. The Form 25, filed in December 2025, notifies the SEC of the removal of Carisma’s common stock from listing and registration on Nasdaq, reflecting the company’s voluntary delisting decision. The Form 15, filed later in December 2025, certifies the termination of registration under Section 12(g) of the Securities Exchange Act of 1934 and the suspension of Carisma’s duty to file periodic reports under Sections 13 and 15(d). Together, these filings mark the company’s transition away from being an Exchange Act reporting issuer.
Investors can also review Carisma’s periodic reports (such as Forms 10-K and 10-Q, referenced in the 8-Ks) for historical details on its macrophage and monocyte engineering platform, oncology and fibrosis programs, collaboration revenues, and operating expenses. While those full reports are not reproduced here, the 8-Ks and other filings frequently summarize key elements of the company’s financial position and strategic direction.
Stock Titan’s interface is designed to surface these filings in chronological order and to pair them with AI-generated highlights, helping readers quickly identify disclosures related to delisting, deregistration, collaboration amendments, executive changes, and other significant corporate events associated with the CARM ticker.
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.
Michael Klichinsky, Chief Scientific Officer of Carisma Therapeutics, Inc. (CARM), exercised stock options and sold the resulting shares on 10/07/2025. He exercised a fully vested option with an exercise price of $0.11 to acquire 56,982 shares and sold those shares in multiple transactions at a weighted average price of $0.2542. The filing reports 0 shares beneficially owned following the transactions for the reported holdings. The sale prices ranged from $0.2441 to $0.2647, and the reporter offers to provide transaction-level details on request.
Carisma Therapeutics, Inc. (CARM) filed a Form 144 notifying a proposed sale under Rule 144 of 56,982 common shares held by an insider who acquired the shares via an option grant on 10/22/2018. The filing lists the intended broker as Morgan Stanley Smith Barney LLC and an approximate sale date of 10/07/2025, with an aggregate market value shown as 14182.82. The filer indicates payment for the shares will be treated as compensation and notes no undisclosed material adverse information. The filing also discloses a prior sale by Michael Klichinsky of 484,347 shares on 10/03/2025 for gross proceeds of 124342.96.
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.
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 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.
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.
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.
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 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 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.