Welcome to our dedicated page for Cargo Therapeutics SEC filings (Ticker: CRGX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CRGX SEC filings archive documents the regulatory history of CARGO Therapeutics, Inc., a former Nasdaq-listed, clinical-stage biotechnology company focused on developing next-generation cell therapies for cancer patients. These filings provide insight into CARGO’s clinical programs, platform technologies, financial position, governance, and the corporate actions that led to its acquisition and delisting.
For this company, Forms 10‑K, 10‑Q and 8‑K historically detailed progress in its CAR T‑cell pipeline, including firicabtagene autoleucel (firi‑cel), an autologous CD22 CAR T‑cell therapy candidate studied in large B‑cell lymphoma after CD19 CAR T‑cell therapy, and CRG‑023, a tri‑specific CAR T targeting CD19, CD20 and CD22. Filings also described CARGO’s novel allogeneic platform, characterized as a universal vector solution designed to limit immune‑based rejection and enable durable responses of CAR T‑cell therapy.
Later-period Form 8‑K reports are especially important for understanding CARGO’s strategic transition. They include disclosures about the discontinuation of the FIRCE‑1 Phase 2 study, the decision to cease development operations, workforce reductions, and the company’s exploration of strategic alternatives. Subsequent 8‑K filings outline the Agreement and Plan of Merger with Concentra Biosciences, LLC, the completion of the tender offer and merger, and the resulting change in control under which CARGO became a wholly owned subsidiary of Concentra.
Trading and registration changes are captured in Form 25, filed by The Nasdaq Stock Market LLC, which notifies the SEC of the removal of CARGO’s common stock from listing and registration under Section 12(b) of the Exchange Act, and in Form 15‑12G, filed by CARGO to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d). Together, these documents confirm that CRGX is a defunct public listing.
On Stock Titan, these historical filings are paired with AI‑powered summaries that explain the key points of each document in accessible language. Users can quickly understand major clinical disclosures, strategic decisions, and the mechanics of the merger and deregistration, while still having access to the full original SEC texts for deeper review.
Key highlights (Q2 2025, unaudited): CARGO Therapeutics reported combined cash and marketable securities of $252.6 million and total assets of $258.6 million as of June 30, 2025. The company recorded a six‑month net loss of $134.435 million, including $83.378 million of restructuring, impairment and contract‑termination charges. Accumulated deficit was $447.1 million and total stockholders' equity was $237.7 million.
Management implemented major workforce reductions (≈50% in Jan 2025; additional actions in Mar 2025 reducing workforce by ~90% overall), discontinued the Phase 2 firi‑cel program, impaired most long‑lived assets (carried to zero except $0.5M expected sale), incurred a lease termination penalty of $35.8 million, and recorded related impairments and contract termination costs. On July 7, 2025 the company entered into a Merger Agreement with Concentra providing a $4.379 cash per‑share offer plus one CVR. The company states existing cash and securities are sufficient to support operations for at least 12 months from issuance.
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.
CARGO Therapeutics (CRGX) – Form 4 filing dated 07/03/2025 details a small insider transaction by Interim CEO/CFO/COO Anup Radhakrishnan.
- Transaction: Sale of 1,632 common shares on 07/02/2025 at an average price of $4.18 per share.
- Purpose: The sale was executed solely to satisfy tax-withholding obligations arising from the vesting of restricted stock units (RSUs).
- Post-sale ownership: Radhakrishnan continues to hold 120,781 common shares directly.
- Role: Insider currently serves as Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer.
The transaction represents roughly 1.3% of the insider’s reported direct holdings and does not reflect a discretionary reduction in economic exposure. No derivative activity or additional equity awards were reported.
SEC Form 4 Filing Overview – Cargo Therapeutics, Inc. (CRGX)
On 20 June 2025, Cargo Therapeutics filed a Form 4 disclosing a routine equity award to board member Krishnan Viswanadhan. On 18 June 2025, the director received a stock-option grant for 25,000 common shares with an exercise price of $4.35 per share and an expiration date of 17 June 2035. The filing records the transaction with code “A,” indicating an award rather than an open-market purchase or sale.
Vesting terms: 100 % of the option vests on the earlier of (i) the one-year anniversary of 18 June 2025 or (ii) the next annual shareholder meeting, provided the director continues to serve. No shares were sold and no cash price was paid at grant (price of derivative security reported as $0), so the transaction is non-cash and non-dilutive at grant, affecting dilution only if the exercise price is paid and shares are issued in the future.
Ownership impact: Following the grant, Viswanadhan beneficially owns 25,000 derivative securities (options) and no change was reported for non-derivative common stock holdings. The filing does not reference any 10b5-1 trading plan, dispositions, or changes in board composition.
Materiality assessment: Director option grants of this size are typical for early-stage biotech boards and do not materially alter the company’s capital structure or near-term cash flow. Consequently, the disclosure is viewed as routine corporate governance information with limited immediate market impact.
CARGO Therapeutics, Inc. (CRGX) Form 4 filing: Director Reid M. Huber disclosed the grant of 25,000 stock options on 18 Jun 2025 with a $4.35 exercise price. The award conveys the right to acquire an equal number of common shares and will vest 100 % on the earlier of (i) 18 Jun 2026 or (ii) the company’s next annual meeting, provided continued board service. The options carry a ten-year term, expiring 17 Jun 2035, and were issued at no upfront cost. Post-grant, Huber beneficially owns 25,000 derivative securities, with no common stock purchased or sold. The filing, signed 20 Jun 2025, reflects routine director compensation and has negligible immediate dilution or cash-flow impact.
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