Concentra completes tender offer for Cargo Therapeutics; merger closed

Rhea-AI Filing Summary

Cargo Therapeutics, Inc. amended its Schedule 13D to update Items 4, 5 and 7. The filing states an Offer by Concentra Merger Sub commenced on July 21, 2025 and expired on August 19, 2025, when Merger Sub accepted 34,569,840 shares tendered and not withdrawn, representing approximately 71.48% of the Issuer's outstanding common stock. On August 19, 2025 Merger Sub merged with and into the Issuer under Delaware law and the Issuer became a wholly owned subsidiary of Concentra, with each Merger Sub share converted into the right to receive the Offer Price. The reporting persons disclose they beneficially own an aggregate of 10,000 shares, which the filing states represents 100% of the outstanding shares as of the date of the statement. The amendment lists related exhibits, including the Merger Agreement, Schedule TO and Offer documents.

Insights

Financial Analyst

TL;DR: A tender offer closed with ~71.48% tendered and a statutory merger completed, materially changing public ownership and corporate control.

The amendment confirms a successful offer process: Merger Sub accepted 34,569,840 shares and completed a merger on August 19, 2025, converting Merger Sub shares into cash consideration as specified in the Offer Price documents. This is a material corporate control event because the Issuer became a wholly owned subsidiary of Concentra, and related transaction documents and disclosure schedules are filed as exhibits. The filing also restates current beneficial ownership for the reporting persons as 10,000 shares per the cover pages incorporated into Item 5.

M&A Specialist

TL;DR: The Schedule 13D/A documents closing mechanics: tender acceptance, Section 251(h) merger, and conversion to offer consideration.

The statement details that the Offer commenced July 21, 2025, expired August 19, 2025, and that Merger Sub accepted tendered shares prior to effecting a statutory merger under Delaware law, resulting in the Issuer surviving as a wholly owned subsidiary of Concentra. Exhibits referenced include the Agreement and Plan of Merger and the Schedule TO materials, which are central to understanding the transaction terms and consideration mechanics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

08/19/2025

(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 10,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,000.00

11

Aggregate amount beneficially owned by each reporting person

10,000.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

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 10,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,000.00

11

Aggregate amount beneficially owned by each reporting person

10,000.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

IN

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 10,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,000.00

11

Aggregate amount beneficially owned by each reporting person

10,000.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

PN

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 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)

PN

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)

AF

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 10,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,000.00

11

Aggregate amount beneficially owned by each reporting person

10,000.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 14179K101

1

Name of reporting person

CONCENTRA MERGER SUB VII, 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)

AF

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)

CO

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, as amended on July 9, 2025. Items 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 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended by adding the following: Closing of the Merger: As previously disclosed, each of Concentra, the Issuer and Merger Sub entered into the Merger Agreement, which provides for an Offer by Merger Sub for all of the Issuer's Common Stock. The Offer commenced on July 21, 2025. On August 19, 2025, the Offer expired and Merger Sub accepted for purchase a total of 34,569,840 shares tendered and not withdrawn, representing approximately 71.48% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on August 19, 2025, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into the right to receive the Offer Price, with the Issuer surviving as a wholly owned subsidiary of Concentra.
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 10,000 shares of the Issuer's Common Stock, representing 100% of the outstanding shares.
(b)	See item 5(a) above.
(c)	Except as described in this Amendment No. 2, there have been no transactions in the Issuer's Common Stock 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). Exhibit 4: Schedule TO (filed by Concentra on July 21, 2025). Exhibit 5: Offer to Purchase, dated July 21, 2025 (filed as Exhibit (a)(1)(A) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 6: Form of Letter of Transmittal (filed as Exhibit (a)(1)(B) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 7: Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as Exhibit (a)(1)(C) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 8: Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as Exhibit (a)(1)(D) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 9: Confidentiality Agreement, dated March 28, 2025, between Cargo and TCM (filed as Exhibit (d)(2) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 10: Limited Guaranty, dated July 7, 2025 (filed as Exhibit (d)(3) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 11: Joint Filing Agreement, dated August 21, 2025, by and among the Reporting Persons.

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:	08/21/2025

KEVIN TANG

Signature:	/s/ Kevin Tang
Name/Title:	Self
Date:	08/21/2025

TANG CAPITAL PARTNERS, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/21/2025

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/21/2025

TANG CAPITAL PARTNERS III, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/21/2025

TANG CAPITAL PARTNERS IV, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/21/2025

CONCENTRA BIOSCIENCES, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/21/2025

CONCENTRA MERGER SUB VII, INC.

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/21/2025

FAQ

What percentage of Cargo Therapeutics (CRGX) shares were tendered in the offer?

Merger Sub accepted 34,569,840 shares, representing approximately 71.48% of the Issuer's outstanding common stock.

When did the offer for Cargo Therapeutics commence and expire?

The Offer commenced on July 21, 2025 and expired on August 19, 2025.

What corporate change occurred after the offer expired?

On August 19, 2025, Merger Sub merged with and into the Issuer under Section 251(h) of Delaware law, and the Issuer became a wholly owned subsidiary of Concentra.

How many shares do the reporting persons beneficially own according to this filing?

The filing states the reporting persons beneficially own an aggregate of 10,000 shares, which the statement reports as representing 100% of the outstanding shares as of the date of the statement.

Where can investors find the merger and offer documents referenced in this amendment?

The amendment references exhibits including the Agreement and Plan of Merger, the Schedule TO, the Offer to Purchase, and related transmittal and nominee letters, filed as exhibits to the Schedule 13D/A and Schedule TO.