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 (CARM) Schedule 13D/A reports that HealthCap VII, L.P. and related entities beneficially own 2,721,923 shares of common stock, representing 6.5% of the outstanding class based on ~41.79 million shares outstanding. The filing lists a series of open-market sales totaling 676,025 shares between August 13 and August 21, 2025, with prices ranging from $0.289 to $0.228 per share. The cover-page ownership figures and voting/dispositive powers show sole voting and dispositive power over all reported shares. The filing supplies addresses and authorized signatories for the reporting persons.
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.
Carisma Therapeutics Inc. (CARM) has filed an S-4 outlining its all-stock merger with OrthoCellix, Inc., a wholly-owned subsidiary of Ocugen. At closing, Azalea Merger Sub will merge into OrthoCellix; Carisma will rename itself OrthoCellix, Inc. (proposed ticker “OCLX”) and seek relisting on Nasdaq.
Ownership & Consideration: Based on 22 Jun 2025 capitalisations and Carisma net cash ≈ $0, each OrthoCellix share converts into ~327,678 CARM shares (pre-reverse-split). After the deal and a concurrent $25 m private placement (minimum $5 m from Ocugen), pre-merger Carisma holders are expected to own ~10 %, Ocugen ~73 % (ex-placement) and new investors ~17 % of the fully-diluted company. Carisma assigns itself a $15 m enterprise value.
Key Conditions: (i) Carisma stockholder approval of share issuance under Nasdaq Rules 5635(a),(b),(d); (ii) Nasdaq acceptance of the Combined Company’s listing (may be waived, but board does not expect to); (iii) completion of financing. A separate 5 Aug 2025 vote will authorize a 1-for-10 to 1-for-50 reverse split.
Strategic Rationale: Carisma’s board, after ceasing R&D and adopting a cash-preservation plan, views the merger as the best alternative to liquidation, giving shareholders participation in OrthoCellix’s Phase 3-ready NeoCart knee-cartilage program (RMAT-designated) and the fresh capital raise. Failure to close could leave Carisma with limited options and potential bankruptcy.
Carisma Therapeutics (NASDAQ:CARM) has issued a Preliminary Proxy Statement for a virtual Special Meeting at an undisclosed 2025 date. Shareholders will vote on two items:
- Proposal 1 – Reverse Stock Split: Authorizes the Board to implement a 1-for-10 to 1-for-50 reverse split at its discretion.
- Proposal 2 – Adjournment: Permits adjournment if additional proxy solicitation time is required.
The reverse split is central to regaining Nasdaq listing compliance. Carisma is currently deficient under three rules: (i) Market Value of Listed Securities ($50 M), (ii) Market Value of Publicly Held Shares ($15 M) and (iii) Minimum Bid Price ($1.00). A Nasdaq Hearings Panel has granted an extension until October 7 2025; the company must post a ≥$1.00 bid for ten consecutive days and otherwise meet Capital Market standards during that period.
Management states the split is also a closing condition for the pending merger with Ocugen’s subsidiary OrthoCellix. Nasdaq rules require the combined entity to trade at ≥$4.00 per share before closing. Failure to approve the split could jeopardize both continued listing and the merger.
Only holders of record on a forthcoming record date may vote via internet, telephone, mail, or live during the virtual meeting. The proxy materials are available at www.investorvote.com/CARM.