Cargo Therapeutics SEC Filings

CARGO Therapeutics filed multiple Form S-8 registration statements to register a total of 12,769,883 common shares for issuance under its equity plans. The filings cover shares issuable under the 2021 Stock Option and Grant Plan, the 2023 Incentive Award Plan and the Employee Stock Purchase Plan, specifying each allotment by plan. This is a routine registration to reserve shares for employee compensation and benefit programs.

CARGO Therapeutics filed prospectus supplements on Form S-8 to register shares for employee equity plans. The filing registers a total of 15,070,259 shares across multiple prior Form S-8 registrations: 3,395,840 shares under the 2021 Stock Option and Grant Plan, 4,212,860 shares under the 2023 Incentive Award Plan, 386,725 shares under the Employee Stock Purchase Plan, plus additional registrations of 2,060,277 and 412,055 shares (Form S-8 No. 333-278160) and 2,302,126 shares (Form S-8 No. 333-285749). These registrations enable the company to issue shares to employees and service providers under its compensation plans.

CARGO Therapeutics, Inc. (CRGX) filed post-effective amendments to multiple Form S-8 registration statements to register shares issuable under its employee equity plans. The filings register 3,395,840 shares under the 2021 Stock Option and Grant Plan, 4,212,860 shares under the 2023 Incentive Award Plan, and 386,725 shares under the Employee Stock Purchase Plan (ESPP) in one filing. Separate Form S-8 filings also register 2,060,277 additional shares under the 2023 Plan and 412,055 under the ESPP, and another registers 2,302,126 shares under the 2023 Plan. The document lists the company address in Menlo Park, California and contact phone number as provided.

CARGO Therapeutics filed an amended shelf registration to offer up to $300,000,000 of various securities, including common and preferred stock, debt, warrants and units, and separately registered the potential sale of up to $200,000,000 of its common stock under an existing sales agreement. The company also registered the sale of 6,471,000 shares held by selling stockholders. These registrations create capacity for future capital raises and secondary share sales.

CARGO Therapeutics, Inc. (CRGX) amended its shelf registration to cover a base prospectus authorizing up to $300,000,000 of securities, and separately registers the sale of up to $200,000,000 of common stock that may be sold under a sales agreement with TD Securities (USA) LLC (filed December 6, 2024). The filing also references a prior registration for the sale of up to 6,471,000 shares held by selling stockholders (filed June 17, 2024).

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 amended its previously filed Schedule 14D-9 to add a new subsection following the "Regulatory Approvals" section. The filing reiterates the terms of the pending tender offer by Concentra Biosciences, LLC to acquire all outstanding shares of CARGO common stock for $4.379 per share in cash plus one non-transferable contingent value right (CVR) per share. The Offer is governed by the Offer to Purchase dated July 21, 2025, and the related Letter of Transmittal, each as may be amended or supplemented. The amendment is signed by Anup Radhakrishnan in his capacity as Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.

CARGO Therapeutics, Inc. Schedule 13G/A discloses that a group of affiliated investment entities led by Madison Avenue International LP and related parties beneficially own 4,193,626 shares of common stock, representing approximately 9.1% of the company's outstanding common stock based on 46,110,228 shares outstanding as of April 21, 2025. The ownership is reported as shared voting and shared dispositive power rather than sole control.

The filing identifies the reporting persons (Madison Avenue International LP; Madison Avenue Partners, LP; EMAI Management, LLC; Madison Avenue GP, LLC; Caraway Jackson Investments LLC; and Eli Samaha) and states the holdings are not intended to influence or change control of the issuer, consistent with a passive Schedule 13G filing.

The Schedule 13G/A shows that RTW Investments, LP and Roderick Wong report joint beneficial ownership of 3,055,063 shares of CARGO Therapeutics common stock, equal to 6.4% of the outstanding shares. The filing states the reported position reflects shared voting power and shared dispositive power of 3,055,063 shares and that sole voting and dispositive power are reported as zero. The percentage is calculated using 46,113,353 shares outstanding as of May 2, 2025 and assumes exercise of warrants held by the RTW Funds. RTW Investments is identified as a Delaware investment adviser and Dr. Wong as its managing partner. The filing includes a certification that the securities were acquired and are held in the ordinary course of business.