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

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: HealthCap sold 707,551 CARM shares across Aug 22–29, 2025, reducing its stake to 4.8% and falling below the 5% threshold.

The disclosed transactions are straightforward open-market sales at low per-share prices, totaling 707,551 shares and executed over six trading dates. The reduction below 5% removes certain Schedule 13D reporting implications and may modestly decrease perceived strategic influence. There is no disclosure of stake transfers to an affiliate or intent to change control. For investors, the filing documents a de‑risking by an early investor rather than an operational development at Carisma.

Corporate Governance Expert

TL;DR: The filing documents disposition of shares sufficient to drop HealthCap below a 5% beneficial ownership threshold.

From a governance standpoint, falling under the 5% threshold reduces the reporting persons' regulatory visibility and any presumptive influence tied to being a >5% holder. The filing does not disclose changes in board representation, transactions other than sales, or any agreements with the issuer. The signatures indicate authorized representatives executed the amendment, supporting formality and compliance with Schedule 13D requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

08/27/2025

(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 2,014,372.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,014,372.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,014,372.00

12

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

13

Percent of class represented by amount in Row (11)

4.8 %

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 2,014,372.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,014,372.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,014,372.00

12

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

13

Percent of class represented by amount in Row (11)

4.8 %

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 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. The percentages set forth in row 13 are based on 41,788,096 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024.
(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 21, 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 184,500 shares of Common Stock on August 28, 2025 at a price of $0.24667 per share; and sold 91,852 shares of Common Stock on August 29, 2025 at a price of $0.22037 per share. Except as set forth above and as previously disclosed, the Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.
(e)	On August 29, 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:	08/29/2025

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:	08/29/2025

HealthCap VII GP LLC

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	08/29/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	08/29/2025