Every 8-K that CARGO Therapeutics, Inc. (CRGX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CRGX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CRGX filings page.
CARGO Therapeutics, Inc. completed a merger-related transaction under an Agreement and Plan of Merger dated July 7, 2025. As part of the closing, in-the-money Company stock options were cancelled and the holders received a cash payment equal to the excess of the Cash Amount over each option's exercise price multiplied by the underlying shares, plus one Contingent Value Right (CVR) per share. Options with exercise prices equal to or above the Cash Amount were cancelled for no consideration. Outstanding restricted stock units were accelerated, cancelled and exchanged for a cash payment equal to the Cash Amount per unit and one CVR each. The CVR terms are governed by a Contingent Value Rights Agreement dated August 19, 2025, and the Offer to Purchase was dated July 21, 2025 (amended August 8, 2025). The filing incorporates the merger agreement and the CVR agreement by reference and is signed by Interim CEO and CFO Anup Radhakrishnan.
CARGO Therapeutics, Inc. (Nasdaq: CRGX) has entered into a definitive Agreement and Plan of Merger with Concentra Biosciences, LLC and its wholly-owned subsidiary Concentra Merger Sub VII, Inc. (together, “Concentra”). The transaction will be executed through a two-step structure consisting of (1) a cash tender offer followed by (2) a Section 251(h) short-form merger.
Key economic terms
- Offer price: $4.379 in cash per CRGX share (the “Cash Amount”) plus one non-transferable contingent value right (CVR).
- CVR mechanics: • 100 % of Closing Net Cash in excess of $217.5 million; • 80 % of net proceeds from any sale/license/other disposition of CRG-022, CRG-023 or the Company’s allogeneic platform completed within two years post-closing. If no disposition occurs within that window, no CVR payment is due.
- Minimum tender condition: more than 50 % of the voting common stock (excluding guaranteed delivery) must be validly tendered and not withdrawn.
- Net-cash condition: Company’s Closing Net Cash must be ≥ $217.5 million at closing.
- No financing condition: Concentra must close irrespective of market financing availability.
- Termination fees: • $3.8 million payable by CARGO upon certain superior proposal scenarios; • up to $0.5 million expense reimbursement to Concentra if Closing Net Cash falls below the threshold.
- Support agreements: Directors, officers and certain shareholders holding ~17.4 % of outstanding shares have contractually agreed to tender.
The Board of Directors of CARGO unanimously determined the offer and merger to be fair and in the best interests of shareholders, approved the Merger Agreement and recommended shareholders tender their shares. Concentra must commence the tender offer within ten business days of 7 July 2025; the merger will follow promptly after successful completion of the offer, without a further shareholder vote.
Limited guaranty: Tang Capital Partners, LP has issued a guaranty capped at $213.1 million (plus defined CVR amounts) covering certain Concentra/Merger Sub obligations.
Regulation FD disclosure: A press release announcing the transaction was issued 8 July 2025 (Ex. 99.1). Investors are urged to read the forthcoming Schedule TO and Schedule 14D-9 for complete terms.
Implications for investors
- Provides near-term liquidity via cash consideration while retaining upside through the CVR structure.
- No shareholder vote required post-tender, accelerating closing timeline (outside date 4 Nov 2025).
- Completion risk centers on achieving the 50 % tender minimum, maintaining ≥ $217.5 million net cash, and regulatory clearances (no financing contingency exists).
- CVR value is uncertain and contingent on (i) actual closing net-cash and (ii) ability to monetise pipeline assets within two years.