| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
As previously disclosed by CARGO Therapeutics, Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2025, the Company entered into an Agreement and Plan of Merger, dated as of July 7, 2025 (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”) and Concentra Merger Sub VII, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on August 18, 2025, Parent completed a tender offer to purchase all of the Company’s outstanding shares (the “Shares”) of common stock, par value $0.001 per share (the “Shares”), in exchange for (i) $4.379 in cash per Share (the “Cash Amount”); plus (ii) one non-transferable contingent value right per Share (each, a “CVR” and each CVR together with the Cash Amount, the “Offer Price”), which CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the contingent value rights agreement (the “CVR Agreement”), dated August 19, 2025, by and among Parent, Merger Sub, Equinity Trust Company, LLC, a New York limited liability company, and Fortis Advisors LLC, a Delaware limited liability company, in each case, subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated July 21, 2025 (as amended and supplemented on August 8, 2025, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as each may have been amended or supplemented, constituted the “Offer”).
The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m. Eastern Time on Monday, August 18, 2025 (such date and time, the “Expiration Time”), and the Offer was not further extended. According to Equiniti Trust Company, LLC, the depositary for the Offer, as of the Expiration Time, a total of 34,569,840 Shares had been validly tendered, and not validly withdrawn, representing approximately 71.48% of the outstanding Shares as of the Expiration Time. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the Offer were satisfied and Parent accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on August 19, 2025, Merger Sub merged with and into the Company (the “Merger”), pursuant to which the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no stockholder vote required. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than any Shares held in the treasury of the Company, owned by Parent, Merger Sub or any other subsidiary of Parent, or by any stockholders of the Company who are entitled to and who properly exercise appraisal rights under Delaware law, was converted into the right to receive the Offer Price without interest, subject to any applicable withholding taxes.
Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (i) each option to purchase shares of common stock from the Company (the “Company Stock Options,” and each, a “Company Stock Option”) was accelerated and (A) each Company Stock Option with an exercise price per share less than the Cash Amount (each, an “In-the-Money Option”) was cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option received in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such In-the-Money Option by (2) the number of shares of Common Stock underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one CVR for each share of Common Stock underlying such In-the-Money Option, and (B) each Company Stock Option that had an exercise price per share equal to or greater than the Cash Amount was cancelled for no consideration; and (ii) the vesting for each restricted stock unit of the Company (“Company Restricted Stock Units,” and each, a “Company Restricted Stock Unit”) was accelerated and each Company Restricted Stock Unit that was outstanding was cancelled and, in exchange therefor, the holder of such cancelled Company Restricted Stock Unit received in consideration of the cancellation of such Company Restricted Stock Unit (A) an amount in cash without interest, less any applicable tax withholding, equal to the Cash Amount and (B) one CVR.
