[8-K] CARGO Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 20, 2025, Dave & Buster's Entertainment, Inc. (NASDAQ: PLAY) submitted a Form S-8 to the SEC registering 4,000,000 additional shares of common stock for issuance under the company’s new 2025 Omnibus Incentive Plan. The filing enables the company to grant stock options, RSUs and other equity-based awards to employees, officers, directors and eligible consultants. The registration is effective upon filing and incorporates by reference the company’s most recent Form 10-K (FY ended Feb 4 2025), Form 10-Q for the quarter ended May 6 2025, and recent Form 8-Ks. Standard Delaware indemnification language, powers of attorney, and opinions/consents from Sidley Austin LLP and KPMG LLP are included. No new operating results, capital-raising transactions or governance changes are disclosed; the statement strictly covers share registration for employee compensation.

Positive

• Expanded equity pool gives PLAY flexibility to attract and retain talent through stock-based incentives, supporting long-term alignment.
• No immediate cash outlay; the registration is non-dilutive until awards are granted and vested.

Negative

• Potential dilution of up to 4,000,000 shares once awards are issued and exercised/vested, increasing share count.
• No accompanying performance metrics to assess the cost-benefit of the new equity grants for shareholders.

Insights

Equity Research Analyst

TL;DR neutral: Routine S-8 registers 4 M shares for incentives; modest dilution, no financial impact.

The Form S-8 is a standard administrative filing that authorizes up to 4 million new shares for equity-based compensation. While the plan could modestly increase share count and thus dilute existing holders, no immediate issuance or cash inflow occurs. The move is typical for companies seeking flexibility in rewarding and retaining talent, especially in a competitive labor market. Because the filing does not alter earnings guidance, capital structure, or liquidity today, market impact should be minimal and largely reflected through expected dilution assumptions already embedded in consensus models.

Corporate Governance Expert

TL;DR: Filing refreshes equity plan, aligns incentives; governance terms standard.

The 2025 Omnibus Incentive Plan refreshes the company’s equity pool, ensuring continued alignment between management, employees and shareholders. Governance provisions—Delaware indemnification, director liability limitations, opinion/consent exhibits—mirror market norms. No controversial provisions (e.g., repricing without shareholder approval) are highlighted in the brief. Overall, the filing maintains best-practice governance without introducing material risks or protections beyond industry standards. Shareholders should monitor future grant pacing to manage overhang, but today’s disclosure is largely procedural.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

CARGO Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41859		84-4080422
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

835 Industrial Road Suite 400
San Carlos, California		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 499-8950

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		CRGX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 21, 2025, the record date for the Annual Meeting, 46,110,228 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results are as follows:

		Votes For		Votes Withheld		Broker Non-Votes
Abraham Bassan		31,499,768		465,443		7,886,769
Kapil Dhingra		28,473,764		3,491,447		7,886,769
David Lubner		31,171,187		794,024		7,886,769

Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

Votes For		Votes Against		Abstentions
39,832,056		18,931		993

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						CARGO THERAPEUTICS, INC.
Date: June 20, 2025				By:		/s/ Anup Radhakrishnan
						Anup Radhakrishnan Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

FAQ

How many shares did PLAY register in its 2025 Omnibus Incentive Plan?

The Form S-8 registers 4,000,000 shares of Dave & Buster's common stock.

What is the purpose of Dave & Buster's Form S-8 filing?

To authorize shares for equity awards (options, RSUs, etc.) under the 2025 Omnibus Incentive Plan.

When was the Form S-8 filed and by whom?

It was filed on June 20, 2025 and signed by Chief Financial Officer Darin Harper on behalf of the company.

Does the S-8 include new financial results or fundraising details?

No. The filing is administrative; it registers shares for employee compensation and includes no new earnings or capital-raising information.

Which firms provided legal and audit consents in the registration?

Legal opinion and consent were provided by Sidley Austin LLP; audit consent came from KPMG LLP.

What indemnification protections are described for directors and officers?

Under Delaware law and the company’s charter/bylaws, directors and officers receive full indemnification and advancement of expenses to the fullest extent permitted.