[SCHEDULE 13D/A] Carisma Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Large, concentrated share disposals reduced HealthCap's stake below 5%, a materially disclosed change but not inherently positive or negative for Carisma's operations.

The filing documents sizable, discrete share sales culminating in a 2.1 million-share sale on September 2, 2025, and records that the reporting persons no longer hold more than 5% of Carisma's common stock. For investors, the key implication is a change in ownership concentration and potential increased float. The amendment corrects prior reporting errors, improving disclosure accuracy. There is no operational or financial performance data in this filing; the material effect is limited to investor ownership and potential trading liquidity.

Corporate Governance Expert

TL;DR: Corrective amendment improves disclosure integrity while documenting a significant reduction in a previously sizable shareholder position.

The Schedule 13D/A clarifies earlier inaccuracies and lists transaction-level details, which is appropriate governance practice. The departure of a >5% holder reduces a potential activist or strategic influence from HealthCap VII and changes the company's shareholder profile. This is materially relevant to governance and proxy dynamics but does not by itself indicate misconduct or strategic change at the company level.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Carisma Therapeutics Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

14216R101

(CUSIP Number)

HealthCap VII, L.P.
Represented by HealthCap Investments SA, 23 Avenue Villamont
Lausanne, V8, CH-1005
4121 614 3500

Louis E. Rambo
Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 S
Washington, DC, 20004-2533
(202) 416-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 14216R101

1

Name of reporting person

HealthCap VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 14216R101

1

Name of reporting person

HealthCap VII GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Carisma Therapeutics Inc.
(c)	Address of Issuer's Principal Executive Offices: 3675 Market Street, Suite 401, Philadelphia, PENNSYLVANIA , 19104.
Item 1 Comment: This Amendment No. 6 to Schedule 13D is being filed to correct the reported number of shares beneficially owned by the Reporting Persons, the number of shares reported to be sold by the Reporting Persons in Item 5(c), and the date the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock, as reported in Amendment No. 5 to this Schedule 13D filed on August 29, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.
(b)	The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
(c)	The Reporting Persons have effected the following transactions related to the Common Stock since the filing of Amendment No. 4 to the Schedule 13D on August 29, 2025: Sold 147,884 shares of Common Stock on August 22, 2025 at a price of $0.231 per share; sold 92,900 shares of Common Stock on August 25, 2025 at a price of $0.231 per share; sold 80,201 shares of Common Stock on August 26, 2025 at a price of $0.235 per share; sold 110,214 shares of Common Stock on August 27, 2025 at a price of $0.229 per share; sold 82,194 shares of Common Stock on August 28, 2025 at a price of $0.22765 per share; sold 91,852 shares of Common Stock on August 29, 2025 at a price of $0.22037 per share; and sold 2,116,678 shares of Common Stock on September 2, 2025 at a price of $0.46802 per share.
(e)	On September 2, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HealthCap VII, L.P.

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap VII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	09/02/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap VII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	09/02/2025

HealthCap VII GP LLC

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	09/02/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	09/02/2025

FAQ

What transactions did HealthCap report in the CARM Schedule 13D/A?

The filing reports sales of 147,884 shares on 8/22/2025 at $0.231, 92,900 shares on 8/25/2025 at $0.231, 80,201 shares on 8/26/2025 at $0.235, 110,214 shares on 8/27/2025 at $0.229, 82,194 shares on 8/28/2025 at $0.22765, 91,852 shares on 8/29/2025 at $0.22037, and 2,116,678 shares on 9/2/2025 at $0.46802.

When did the reporting persons cease to be beneficial owners of more than 5% of CARM?

The reporting persons ceased to be beneficial owners of more than 5% of Carisma Therapeutics' common stock on September 2, 2025.

Did the amendment change previously reported numbers?

Yes. Amendment No. 6 corrects the number of shares beneficially owned, the number of shares reported sold in Item 5(c), and the date the reporting persons ceased to be >5% owners as reported in Amendment No. 5.

Who filed the Schedule 13D/A for Carisma (CARM)?

The filing was made by HealthCap VII, L.P., represented by HealthCap Investments SA, with signatures by Dag Richter and Fabrice Bernhard on behalf of the reporting entities.

Does the filing include financial performance or operational data for Carisma?

No. The Schedule 13D/A only discloses ownership and transaction information; it contains no earnings or operational performance data.