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

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure: The reporting persons provided detailed Schedule 13D/A information including exact share counts, voting/dispositive power, and a full list of recent transactions.

Negative

• Significant share sales: The reporting persons sold 676,025 shares between August 13 and August 21, 2025, which may represent meaningful liquidity provided by a sizable holder.
• Downward price trend in sales: Reported sale prices declined from $0.289 to $0.228 per share across the disclosed transactions.

Insights

Financial Analyst

TL;DR: Reporting persons reduced holdings by 676,025 shares over nine days, leaving a 6.5% stake; this is a notable liquidity event.

HealthCap VII and affiliated entities continue to hold a meaningful minority position of 2.72 million shares (6.5%). The filing documents concentrated sales executed in a short window (August 13–21, 2025) at descending prices between $0.289 and $0.228, totaling 676,025 shares. For investors, the key measurable items are the exact shares sold, the realized price range, and the remaining beneficial ownership tied to voting and dispositive power. The filing is procedural and factual; it does not state any change to board representation, agreements, or plans beyond the disclosed transactions.

Corporate Governance Expert

TL;DR: Disclosure is timely and detailed; ownership and sole voting/dispositive control are clearly stated.

The Schedule 13D/A clearly identifies the reporting persons, organizational jurisdictions, and authorized contacts, and it amends Item 5 to incorporate cover-page figures. It records sole voting and dispositive power for the 2,721,923 shares and itemizes recent sales by date and price. There is no statement of concerted action with other holders, no proposed changes to the issuer's governance, and no disclosed litigation. From a governance standpoint, the form supplies the necessary facts but contains no assertions of strategic intent or control changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Carisma Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.001 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 Av, N.W. Ste 600 South
Washington, DC, 20004-2533
(202) 416-6899

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

08/19/2025

(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 2,721,923.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,721,923.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,721,923.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 2,721,923.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,721,923.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,721,923.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 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)	Item 5 of the Schedule 13D is 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 percentage set forth in row 13 is based on approximately 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 during the past 60 days: Sold 39,100 shares of Common Stock on August 13, 2025 at a price of $0.289 per share; sold 81,003 shares of Common Stock on August 14, 2025 at a price of $0.284 per share; sold 50,402 shares of Common Stock on August 15, 2025 at a price of $0.284 per share; sold 72,617 shares of Common Stock on August 18, 2025 at a price of $0.28 per share; sold 184,500 shares of Common Stock on August 19, 2025 at a price of $0.247 per share; sold 134,000 shares of Common Stock on August 20, 2025 at a price of $0.228 per share; and sold 114,403 shares of Common Stock on August 21, 2025 at a price of $0.228 per share. Except as set forth above, the Reporting Person has not effected any transactions related to the Common Stock during the past 60 days.

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:	08/21/2025

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:	08/21/2025

HealthCap VII GP LLC

Signature:	/s/ Dag Richter
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director
Date:	08/21/2025

Signature:	/s/ Fabrice Bernhard
Name/Title:	By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager
Date:	08/21/2025

FAQ

How many shares of CARM does HealthCap VII, L.P. beneficially own?

The filing states HealthCap VII, L.P. beneficially owns 2,721,923 shares, representing 6.5% of common stock.

What transactions did the reporting persons disclose in the past 60 days?

They disclosed selling a total of 676,025 shares on specific dates from August 13 to August 21, 2025, with prices between $0.289 and $0.228 per share.

On what outstanding share base is the 6.5% calculation based?

The percentage is based on approximately 41,788,096 shares outstanding as of August 5, 2025, per the issuer's prior SEC report.

Do the reporting persons hold shared voting power over the shares?

No. The cover pages show sole voting power and sole dispositive power for the 2,721,923 shares and 0 shared voting or dispositive power.

Did the filing disclose any changes to management, control agreements, or litigation?

No. The filing does not disclose management changes, control agreements, or legal proceedings; it amends Item 5 to update holdings and recent transactions.