[SCHEDULE 13D/A] CARGO Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A highlights Tang Capital Management, Kevin Tang and affiliated investment vehicles disclosed updated ownership and transaction details regarding Cargo Therapeutics, Inc. ("CRGX").

• Beneficial ownership: The reporting group controls 3,059,630 common shares, representing 6.6 % of the 46,113,353 shares outstanding. Voting and dispositive power over the shares is shared among Tang Capital Management, Tang Capital Partners (TCP), Tang Capital Partners International (TCPI) and Kevin Tang.
• Source of funds: Approximately $22 million of working capital from TCP and TCPI, held in margin accounts, was used to acquire the stake.
• New strategic development – signed Merger Agreement (7 July 2025):
  • Buyer: Concentra Biosciences, LLC; vehicle: Concentra Merger Sub VII, Inc.
  • Tender-offer price: $4.379 in cash per CRGX share plus one contingent value right (CVR).
  • Subsequent merger: Merger Sub will merge into Cargo Therapeutics, with Cargo surviving as a Concentra subsidiary.
  • Key closing conditions: (i) >50 % of outstanding shares tendered; (ii) Closing Net Cash ≥ $217.5 million; (iii) customary regulatory and procedural conditions.
  • Limited guaranty: TCP provided a guarantee capped at $213.1 million for certain obligations under the Merger Agreement.
  • CVR structure: Holders will be entitled to (i) 100 % of Closing Net Cash above $217.5 million, and (ii) 80 % of net proceeds from any sale, transfer or license of CRG-022, CRG-023 or the company’s allogeneic platform occurring within two years post-merger, subject to a $250 k expense cap.
• No recent trading activity: The reporting persons executed no CRGX share transactions during the past 60 days.

The amendment primarily informs investors of the cash-and-CVR takeover proposal, outlines financial protections (guaranty, cash threshold) and updates the group’s unchanged 6.6 % ownership position.

Positive

• Definitive Merger Agreement offering shareholders $4.379 cash per share plus a CVR, creating an immediate liquidity event with additional upside potential.
• Tang Capital’s $213.1 m limited guaranty strengthens deal certainty by backing Concentra’s obligations.
• Cash floor of $217.5 m protects acquirer and indirectly signals Cargo’s strong balance sheet.
• Reporting persons maintain 6.6 % aligned ownership, demonstrating continued stakeholder commitment.

Negative

• Tender offer requires >50 % shareholder acceptance and maintenance of $217.5 m net cash; failure to meet conditions could terminate the deal.
• CVR payments are contingent on asset sales or excess cash; investors face uncertainty on future value realisation.

Insights

M&A Specialist

TL;DR: 13D/A reveals Concentra cash & CVR bid; Tang group owns 6.6 % and provides $213 m guaranty—transaction appears shareholder-friendly but conditional.

Analysis: The filing signals a binding Merger Agreement valuing CRGX at $4.379 per share in cash plus upside via a CVR tied to excess closing cash and monetisation of three CAR-T assets within two years. Tender-offer completion hinges on a majority-support condition and maintenance of at least $217.5 m net cash, limiting balance-sheet risk for the acquirer. Tang Capital’s guaranty further secures deal performance and demonstrates commitment. With only 6.6 % ownership, Tang cannot unilaterally control the outcome, but its public endorsement and financial backing may encourage broader shareholder acceptance. The CVR introduces uncertainty yet provides potential upside if asset sales occur. Overall, the disclosure is material and broadly positive for CRGX holders, contingent on successful tender close.

Healthcare Equity Analyst

TL;DR: Tang updates 6.6 % stake; takeover offers cash plus performance-linked CVR—good liquidity event but dependent on majority tender & cash floor.

For investors, the headline is the pending acquisition that crystallises near-term value at $4.379/share and preserves upside through CVRs tied to CRG-022, CRG-023 and the allogeneic platform. The $217.5 m cash floor reduces downside risk for Concentra yet could imperil the deal if Cargo burns cash before close. Lack of competing bids or disclosed fairness opinions leaves valuation context unknown. Still, limited recent trading by Tang suggests confidence in the agreed price. From a biotech perspective, transferring development risk to Concentra while retaining economic interest via CVR is strategically sensible. Impact: high, leaning positive pending condition satisfaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cargo Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

14179K101

(CUSIP Number)

Kevin Tang
4747 Executive Drive, Suite 210
San Diego, CA, 92121
858-200-3830

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

TANG CAPITAL MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,059,630.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,059,630.00

11

Aggregate amount beneficially owned by each reporting person

3,059,630.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Tang Capital Management, LLC ("TCM") shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI") and Kevin Tang. The percentages used herein are based on 46,113,353 shares of Common Stock outstanding as of May 2, 2025, as set forth in the Issuer's Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on May 8, 2025.

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

KEVIN TANG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,059,630.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,059,630.00

11

Aggregate amount beneficially owned by each reporting person

3,059,630.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Kevin Tang shares voting and dispositive power over such shares with TCP, TCPI and TCM.

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

TANG CAPITAL PARTNERS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,720,894.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,720,894.00

11

Aggregate amount beneficially owned by each reporting person

1,720,894.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

TANG CAPITAL PARTNERS INTERNATIONAL, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,338,736.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,338,736.00

11

Aggregate amount beneficially owned by each reporting person

1,338,736.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

TCPI shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

TANG CAPITAL PARTNERS III, INC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

TANG CAPITAL PARTNERS IV, INC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

CONCENTRA BIOSCIENCES, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Cargo Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 835 Industrial Road, Suite 400, San Carlos, CALIFORNIA , 94070.
Item 1 Comment: This Schedule 13D/A (this "Statement") amends the Schedule 13D (the "Original Schedule 13D") filed on February 21, 2025. Items 3, 4, 5 and 7 of the Statement are hereby amended and supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The information previously provided in response to Item 3 is hereby amended and restated by replacing the text thereof in its entirety with the following: The Common Stock was acquired with approximately $22.0 million of working capital set aside by TCP and TCPI for the general purpose of investing. TCP and TCPI maintain commingled margin accounts with various financial institutions, which may extend margin credit to TCP and TCPI as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended by adding the following: Merger Agreement and Related Transactions: On July 7, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Concentra and Concentra Merger Sub VII, Inc., a wholly owned subsidiary of Concentra ("Merger Sub"). The Merger Agreement provides for, among other things: (i) the acquisition of all the Issuer's outstanding shares of Common Stock by Concentra through a cash tender offer (the "Offer"), for a price per share of the Common Stock of: (A) $4.379 in cash; plus (B) one contingent value right (a "CVR"), and (ii) the merger of Merger Sub with and into the Issuer (the "Merger") with the Issuer surviving the Merger. Closing of the Offer is subject to certain conditions, including that the number of shares of Common Stock validly tendered equals at least one share more than 50% of all shares of Common Stock then issued and outstanding as of the expiration of the Offer, the Closing Net Cash (as defined in the Merger Agreement) shall be no less than $217.5 million, and other customary conditions. The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 8, 2025. Guaranty: Concurrently with the execution of the Merger Agreement and the CVR Agreement (as defined below), and as a condition and inducement to the Issuer's willingness to enter into the Merger Agreement, Tang Capital Partners, LP, a Delaware limited partnership, has delivered to the Issuer a duly executed limited guaranty, dated as of the date of the Merger Agreement (the "Limited Guaranty"), in favor of the Issuer, in respect of certain of Concentra and the Merger Sub's obligations arising under, or in connection with, the Merger Agreement and CVR Agreement. Certain obligations under the Limited Guaranty are subject to: (i) a cap of $213.1 million, which includes certain enforcement costs, under the Merger Agreement; and (ii) a cap of an amount equivalent to the CVR Proceeds (as defined in the CVR Agreement), plus certain enforcement costs up to the CVR Expense Cap (as defined below), under the CVR Agreement. Contingent Value Rights Agreement: At or prior to the time at which Concentra first irrevocably accepts for purchase the shares of Common Stock tendered in the Offer, Concentra and Merger Sub expect to enter into a Contingent Value Rights Agreement (the "CVR Agreement") with a rights agent and a representative, agent and attorney-in-fact of the holders of CVRs. Each CVR will represent a contractual right to receive contingent cash payments equal to: (i) 100% of the amount by which Closing Net Cash (as finally determined pursuant to the Merger Agreement) exceeds $217.5 million, adjusted for any claims that arise prior to thirty (30) days following the Merger Closing Date (as defined in the CVR Agreement) and that are not accounted for in such Closing Net Cash; and (ii) 80% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition (each, a "Disposition") by Concentra or any of its affiliates, including the Issuer after the Merger, of all or any part of (a) the Issuer's product candidate known as CRG-022, or firicabtagene autoleucel (firi-cel), an autologous CD22 chimeric antigen receptor (CAR) T-cell; (b) the Issuer's product candidate known as CRG-023, a CD19/CD20/CD22 tri-specific CAR T; and (c) the Issuer's allogeneic platform, a universal vector solution designed to limit immune-based rejection and enable durable response of CAR T-cell therapy (the "CVR Products") that occurs within the period beginning on the Merger Closing Date and ending on the second (2nd) anniversary following the Merger Closing Date (the "Disposition Period"). In the event that no Dispositions occur by the second (2nd) anniversary of the Merger Closing Date, holders of the CVRs will not receive any payment pursuant to the CVR Agreement with respect to a Disposition. Concentra shall, and shall cause the Issuer after the Merger, to use commercially reasonable efforts to spend up to $250,000 (the "CVR Expense Cap") to, among other things, during the Disposition Period: (i) enter into one or more Disposition Agreements (as defined in the CVR Agreement) as soon as practicable following the Effective Time; (ii) retain an employee or consultant of Concentra or Merger Sub for the purpose of maintaining and preserving the CVR Products and seeking, negotiating and executing Disposition Agreements; (iii) maintain the CVRs (including fees and expenses related to the Rights Agent and the Representative (as defined in the CVR Agreement)); (iv) maintain and prosecute the intellectual property relating to the CVR Products set forth on Schedule 1 to the CVR Agreement; and (v) continue the CMC Activities (as defined in the Merger Agreement) of the CVR Products to the extent the costs associated with such CMC Activities were included in the Closing Net Cash Schedule. The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is attached as Exhibit 10.1 to the July 8, 2025 Form 8-K.
Item 5.	Interest in Securities of the Issuer
(a)	The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 3,059,630 shares of the Issuer's Common Stock, representing 6.6% of the outstanding shares.
(b)	See item 5(a) above.
(c)	There have been no transactions in the Issuer's Common Stock that were effected during the past 60 days by the Reporting Persons.
(d)	No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
(e)	Not applicable
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (filed as Exhibit 1 of the 13D filed on February 21, 2025 by the Reporting Persons with respect to the Common Stock of the Issuer). Exhibit 2: Schedule A: Transactions during the past 60 days (filed as Exhibit 2 of the 13D filed on February 21, 2025 by the Reporting Persons with respect to the Common Stock of the Issuer). Exhibit 3: Agreement and Plan of Merger, dated July 7, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc. and Cargo Therapeutics, Inc. (filed as Exhibit 2.1 of the Issuer's Current Report filed on Form 8-K on July 8, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TANG CAPITAL MANAGEMENT, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Manager
Date:	07/09/2025

KEVIN TANG

Signature:	/s/ Kevin Tang
Name/Title:	Self
Date:	07/09/2025

TANG CAPITAL PARTNERS, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	07/09/2025

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	07/09/2025

TANG CAPITAL PARTNERS III, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	07/09/2025

TANG CAPITAL PARTNERS IV, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	07/09/2025

CONCENTRA BIOSCIENCES, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	07/09/2025

FAQ

What percentage of Cargo Therapeutics (CRGX) shares does Tang Capital currently own?

The reporting group beneficially owns 3,059,630 shares, or 6.6 % of the outstanding common stock.

What is the cash consideration in Concentra’s tender offer for CRGX?

Shareholders will receive $4.379 in cash per share if the offer and subsequent merger close.

How does the contingent value right (CVR) work for CRGX investors?

Each CVR entitles holders to (i) 100 % of closing net cash above $217.5 m and (ii) 80 % of net proceeds from any disposition of specified CAR-T assets within two years after the merger.

What conditions must be met for the CRGX tender offer to close?

Key conditions include more than 50 % of shares tendered, closing net cash of at least $217.5 m, and customary regulatory approvals.

Did Tang Capital trade CRGX shares in the last 60 days?

No. The filing states there were no transactions in CRGX common stock by the reporting persons during the past 60 days.