Basic Stats
| LEI | 549300DGKHONOZQIY116 |
| CIK | 1485003 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sesen Bio Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 29, 2025 |
EXHIBIT 10.46 CARISMA THERAPEUTICS INC. August 29, 2025 Steven Kelly [**] Re: Retention and Transaction Bonus Agreement Dear Steven: As we discussed, Carisma Therapeutics Inc. (the “Company”) recognizes and appreciates the contributions you have made to the Company during your employment and in support of the anticipated merger pursuant to that certain Agreement and Plan of Merger, dated June 22, |
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| August 29, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025 Table of Contents As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| August 29, 2025 |
Exhibit 10.41 TRANSITION SERVICES AGREEMENT between Ocugen, Inc. and OrthoCellix, Inc. dated as of [October] , 2025 TRANSITION SERVICES AGREEMENT This Transition Services Agreement, dated as of [October] , 2025 (this "Agreement"), is entered into between Ocugen, Inc., a Delaware corporation ("Ocugen"), and OrthoCellix, Inc., a Delaware corporation ("OrthoCellix"). Recitals WHEREAS, OrthoCellix and |
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| August 29, 2025 |
EXHIBIT 10.3 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENT by and among CARISMA THERAPEUTICS INC. and MODERNATX, INC. Dated as of January 7, 2022 ARTICLE I. DEFINITIONS 1 ARTICLE II. |
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| August 29, 2025 |
Calculation of Filing Fee Tables S-4 Carisma Therapeutics Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I |
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| August 29, 2025 |
MANUFACTURING AND SUPPLY AGREEMENT Exhibit 10.42 MANUFACTURING AND SUPPLY AGREEMENT This Manufacturing and Supply Agreement (“Agreement”) dated October , 2025 (the “Effective Date”), is made by and between Ocugen, Inc., a Delaware corporation with an address at 11 Great Valley Parkway, Malvern, PA 19355, USA (“Ocugen”), and OrthoCellix, Inc., a Delaware corporation with an address at (“OrthoCellix”). Ocugen and OrthoCellix are some |
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| August 29, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made as of August 29, 2025 and amends and restates the Employment Agreement (the “Prior Agreement”) dated March 7, 2023, by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Steven Kelly (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive |
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| August 29, 2025 |
Exhibit 10.2 CARISMA THERAPEUTICS INC. August 29, 2025 Steven Kelly [**] Re: Retention and Transaction Bonus Agreement Dear Steven: As we discussed, Carisma Therapeutics Inc. (the “Company”) recognizes and appreciates the contributions you have made to the Company during your employment and in support of the anticipated merger pursuant to that certain Agreement and Plan of Merger, dated June 22, 2 |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissi |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissi |
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| August 29, 2025 |
EXHIBIT 10.47 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made as of August 29, 2025 and amends and restates the Employment Agreement (the “Prior Agreement”) dated March 7, 2023, by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Steven Kelly (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive |
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| August 29, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made as of August 29, 2025 and amends and restates the Employment Agreement (the “Prior Agreement”) dated March 7, 2023, by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Steven Kelly (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive |
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| August 29, 2025 |
Exhibit 10.2 CARISMA THERAPEUTICS INC. August 29, 2025 Steven Kelly [**] Re: Retention and Transaction Bonus Agreement Dear Steven: As we discussed, Carisma Therapeutics Inc. (the “Company”) recognizes and appreciates the contributions you have made to the Company during your employment and in support of the anticipated merger pursuant to that certain Agreement and Plan of Merger, dated June 22, 2 |
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| August 29, 2025 |
Consent to be Named as a Director Exhibit 99.4 Consent to be Named as a Director Carisma Therapeutics Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and |
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| August 29, 2025 |
Consent to be Named as a Director Exhibit 99.5 Consent to be Named as a Director Carisma Therapeutics Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissio |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissio |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Car |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| July 21, 2025 |
Exhibit 10.44 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. EXCLUSIVE CHANNEL COLLABORATION AGREEMENT THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement |
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| July 21, 2025 |
Exhibit 10.38 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AGREEMENT Agreement made and entered into as of the 22nd day of June, 2012, by and between Purpose Co., |
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| July 21, 2025 |
By-Laws of OrthoCellix, Inc., as currently in effect. Exhibit 3.4 ORTHOCELLIX, INC. BYLAWS Adopted: June 19, 2025 ARTICLE I STOCKHOLDERS Section 1.Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as the Board of Directors (or |
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| July 21, 2025 |
Exhibit 10.45 MUTUAL TERMINATION AND RELEASE AGREEMENT THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made as of December 21, 2018 (the “Effective Date”) by and between Histogenics Corporation, a Delaware corporation (“Histogenics”), and Intrexon Corporation, a Virginia corporation (“Intrexon”). Histogenics and Intrexon are from time to time referred to herein individually as a |
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| July 21, 2025 |
Exhibit 99.3 Consent to be Named as a Director Carisma Therapeutics Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and |
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| July 21, 2025 |
Certificate of Incorporation of OrthoCellix, Inc., as currently in effect. Exhibit 3.3 CERTIFICATE OF INCORPORATION OF ORTHOCELLIX, INC. Article I The name of this corporation is OrthoCellix, Inc. (the “Corporation”). Article II The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is The Corporation Trust Company. Article III The |
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| July 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) CARISMA THERAPEUTICS INC. |
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| July 21, 2025 |
Exhibit 10.37 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. EIGHTH AMENDMENT TO LICENSE AGREEMENT THIS EIGHTH AMENDMENT TO LICENSE AGREEMENT (this “Eighth Amendment |
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| July 21, 2025 |
Exhibit 10.29 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. LICENSE AGREEMENT This License Agreement, effective as of May 12, 2005 (the “Effective Date”), is by and |
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| July 21, 2025 |
Exhibit 99.2 Consent to be Named as a Director Carisma Therapeutics Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and |
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| July 21, 2025 |
Exhibit 10.31 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. SECOND AMENDMENT TO LICENSE AGREEMENT THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Second Amendment |
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| July 21, 2025 |
Exhibit 10.34 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FIFTH AMENDMENT TO LICENSE AGREEMENT THIS FIFTH AMENDMENT TO LICENSE AGREEMENT (this “Fifth Amendment”), |
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| July 21, 2025 |
Exhibit 10.33 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FOURTH AMENDMENT TO LICENSE AGREEMENT THIS FOURTH AMENDMENT TO LICENSE AGREEMENT (this “Fourth Amendment |
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| July 21, 2025 |
Asset Contribution Agreement, dated June 19, 2025, by and between Ocugen, Inc. and OrthoCellix, Inc. Exhibit 10.43 ASSET CONTRIBUTION AGREEMENT This Asset Contribution Agreement (this “Asset Contribution Agreement”), dated as of June 19, 2025, is by and between Ocugen, Inc., a Delaware corporation (“Ocugen”), and OrthoCellix, Inc., a Delaware corporation (“OrthoCellix”). WHEREAS, pursuant to this Asset Contribution Agreement, Ocugen desires to contribute, assign and convey to OrthoCellix, and Ort |
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| July 21, 2025 |
Exhibit 10.30 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDMENT TO LICENSE AGREEMENT (1st Amendment) This Amendment to License Agreement, effective August 31, |
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| July 21, 2025 |
EXHIBIT 10.40 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. LICENSE AND COMMERCIALIZATION AGREEMENT THIS LICENSE AND COMMERCIALIZATION AGREEMENT (this “Agreement”) |
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| July 21, 2025 |
Exhibit 10.39 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FIRST AMENDMENT TO AGREEMENT This First Amendment to the Agreement (this “First Amendment”) effective as |
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| July 21, 2025 |
Exhibit 10.35 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. REINSTATEMENT AGREEMENT AND SIXTH AMENDMENT TO LICENSE AGREEMENT THIS REINSTATEMENT AGREEMENT AND SIXTH |
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| July 21, 2025 |
Exhibit 10.32 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. THIRD AMENDMENT TO LICENSE AGREEMENT THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Third Amendment”), |
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| July 21, 2025 |
As filed with the Securities and Exchange Commission on July 21, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 21, 2025 Registration No. |
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| July 21, 2025 |
Exhibit 99.1 Consent to be Named as a Director Carisma Therapeutics Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and |
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| July 21, 2025 |
Exhibit 10.36 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. SEVENTH AMENDMENT TO LICENSE AGREEMENT THIS SEVENTH AMENDMENT TO LICENSE AGREEMENT (this “Seventh Amendm |
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| July 21, 2025 |
Subsidiaries of the Carisma Therapeutics Inc. Exhibit 21.1 SUBSIDIARIES OF CARISMA THERAPEUTICS INC. Legal Name Jurisdiction of Incorporation Azalea Merger Sub, Inc. Delaware, U.S. CTx Operations, Inc. Delaware, U.S. CARISMA Therapeutics S.à r.l. Luxembourg |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| July 7, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 27, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 25, 2025 |
Filed by Carisma Therapeutics Inc. Filed by Carisma Therapeutics Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carisma Therapeutics Inc. Commission File No.: 001-36296 Date: June 24, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreem |
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| June 23, 2025 |
Exhibit 99.1 Carisma Therapeutics and OrthoCellix Enter into Definitive Merger Agreement to Create Company Focused on Regenerative Cell Therapies for Orthopedic Diseases - Proposed reverse merger with OrthoCellix, a wholly-owned subsidiary of Ocugen, to create Nasdaq-listed, late clinical-stage regenerative cell therapy company with a first-in-class technology platform, focused on orthopedic disea |
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| June 23, 2025 |
Filed by Carisma Therapeutics Inc. Filed by Carisma Therapeutics Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carisma Therapeutics Inc. Commission File No.: 001-36296 Date: June 23, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreem |
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| June 23, 2025 |
Exhibit 2.1 Execution AGREEMENT AND PLAN OF MERGER by and among CARISMA THERAPEUTICS INC., AZALEA MERGER SUB, INC., ORTHOCELLIX, INC. and OCUGEN, INC. Dated as of June 22, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Interpretation 11 Section 1.3 Currency 11 Article II THE MERGER 11 Section 2.1 Formation of Mer |
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| June 23, 2025 |
Exhibit 10.4 Lock-Up Agreement [●], 2025 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) Carisma therapeutics Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of [●], 2025 (as such agreement may be amended, restated, amended and restated or otherwise modified from time to time, the “Merger Agreement”), with Orthocel |
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| June 23, 2025 |
Form of Carisma Support Agreement Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among OrthoCellix, Inc., a Delaware corporation (the “Company”), Ocugen Inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 23, 2025 |
Form of Contingent Value Rights Agreement Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and between Carisma Therapeutics Inc., a Delaware corporation (“Parent”), and Computershare Inc. a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as |
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| June 23, 2025 |
Form of Carisma Support Agreement Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among OrthoCellix, Inc., a Delaware corporation (the “Company”), Ocugen Inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol |
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| June 23, 2025 |
Exhibit 99.1 Carisma Therapeutics and OrthoCellix Enter into Definitive Merger Agreement to Create Company Focused on Regenerative Cell Therapies for Orthopedic Diseases - Proposed reverse merger with OrthoCellix, a wholly-owned subsidiary of Ocugen, to create Nasdaq-listed, late clinical-stage regenerative cell therapy company with a first-in-class technology platform, focused on orthopedic disea |
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| June 23, 2025 |
Form of OrthoCellix Support Agreement Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among Orthocellix, Inc., a Delaware corporation (the “Company”), Ocugen, inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol |
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| June 23, 2025 |
Exhibit 10.4 Lock-Up Agreement [●], 2025 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) Carisma therapeutics Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of [●], 2025 (as such agreement may be amended, restated, amended and restated or otherwise modified from time to time, the “Merger Agreement”), with Orthocel |
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| June 23, 2025 |
Exhibit 2.1 Execution AGREEMENT AND PLAN OF MERGER by and among CARISMA THERAPEUTICS INC., AZALEA MERGER SUB, INC., ORTHOCELLIX, INC. and OCUGEN, INC. Dated as of June 22, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Interpretation 11 Section 1.3 Currency 11 Article II THE MERGER 11 Section 2.1 Formation of Mer |
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| June 23, 2025 |
Form of Contingent Value Rights Agreement Exhibit 10.1 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and between Carisma Therapeutics Inc., a Delaware corporation (“Parent”), and Computershare Inc. a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as |
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| June 23, 2025 |
Form of OrthoCellix Support Agreement Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among Orthocellix, Inc., a Delaware corporation (the “Company”), Ocugen, inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 23, 2025 |
Filed by Carisma Therapeutics Inc. Filed by Carisma Therapeutics Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carisma Therapeutics Inc. Commission File No.: 001-36296 Date: June 23, 2025 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreem |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Ca |
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| April 29, 2025 |
Restated Certificate of Incorporation of Carisma Therapeutics Inc., dated March 7, 2023, as amended Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SESEN BIO, INC. (to be renamed Carisma Therapeutics Inc.) (originally incorporated on February 25, 2008) Sesen Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: A. The cu |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissio |
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| March 31, 2025 |
Exhibit 19.1 CARISMA THERAPEUTICS INC. INSIDER TRADING POLICY 1.Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) or employee of Carisma Therapeutics Inc. (together with its s |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36 |
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| March 31, 2025 |
Restated Certificate of Incorporation of Carisma Therapeutics Inc., dated March 7, 2023, as amended Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SESEN BIO, INC. (to be renamed Carisma Therapeutics Inc.) (originally incorporated on February 25, 2008) Sesen Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: A. The cu |
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| March 31, 2025 |
Exhibit 10.17 Carisma Therapeutics Inc. STOCK OPTION AGREEMENT Carisma Therapeutics Inc. (the “Company”) hereby grants the following stock option pursuant to its Amended and Restated 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number |
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| March 31, 2025 |
As filed with the Securities and Exchange Commission on March 31, 2025 As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. |
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| March 31, 2025 |
Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of Carisma Therapeutics Inc. (“us,” “our,” “we” or the “Company”) registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is intended as a summary only and therefore is not a complete descriptio |
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| March 31, 2025 |
Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation •CTx Operations, Inc. •Delaware, U.S. •CARISMA Therapeutics S.à r.l. •Luxembourg |
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| March 31, 2025 |
Exhibit 97 CARISMA THERAPEUTICS INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Carisma Therapeutics Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Fra |
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| March 31, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Carisma Therapeutics Inc. |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissi |
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| December 26, 2024 |
Exhibit 10.1 MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is made effective as of January 1, 2025 (the “Effective Date”), by and between Carisma Therapeutics Inc., a Delaware corporation, with its principal place of business being 3675 Market Street, Suite 401, Philadelphia, PA 19104 (the “Company”) and Danforth Global, Inc., a Delaware corporation, with its principal |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commis |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3629 |
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| November 7, 2024 |
Exhibit 99.1 Carisma Therapeutics Reports Third Quarter 2024 Financial Results and Recent Business Highlights Initial results from the Phase 1 study of CT-0525, lead product candidate, expected in the first quarter of 2025 Nomination of a development candidate for liver fibrosis program expected in the first quarter of 2025 New preclinical efficacy data from the anti-GPC3 in vivo CAR-M therapy to |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| October 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Car |
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| August 8, 2024 |
Exhibit 99.1 Carisma Therapeutics Reports Second Quarter 2024 Financial Results and Recent Business Highlights Initial data for CT-0525, lead product candidate for anti-HER2 program, expected by year-end 2024 Nomination of a development candidate for liver fibrosis program expected in the first quarter of 2025 Nominated first in vivo CAR-M development candidate targeting Glypican-3 to treat hepato |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissio |
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| July 9, 2024 |
Exhibit 99.1 1 Clinical Activity Observed in HER2 3+ Patients Correlation of target expression and clinical activity supports mechanism of action Change in tumor ctDNA at week 4 based on HER2 status: % change in ctDNA 1 * BOR of SD per RECIST v1.1 HER2 status: HER2 2+ HER2 3+ ctDNA : Circulating Tumor DNA; PFS: Progression - Free Survival; Signatera assay used for CtDNA ; 1 From day 8 to week 4 CT |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 27, 2024 |
Exhibit 99.1 Carisma Therapeutics Announces Nomination of First In Vivo CAR-M Development Candidate for Hepatocellular Carcinoma Under Collaboration with Moderna Development Candidate targets Glypican-3 for the treatment of solid tumors, including hepatocellular carcinoma Nomination triggers a $2 million milestone payment to Carisma PHILADELPHIA, PA – June 27, 2024 – Carisma Therapeutics Inc. (Nas |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| May 28, 2024 |
CARM / Carisma Therapeutics, Inc. / HealthCap VII, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Carisma Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14216R 101 (CUSIP Number) HealthCap VII, L.P. Represented by HealthCap VI GP S.A. 23 Avenue Villamont Lausanne, Switzerland CH-10 |
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| May 9, 2024 |
Exhibit 99.1 Carisma Therapeutics Reports First Quarter 2024 Financial Results and Recent Business Highlights Announced CT-0525 as lead product candidate for anti-HER2 program; initial data expected by year-end 2024 Presented preclinical proof of concept data in liver fibrosis at ASGCT; expects to nominate a development candidate in the first quarter of 2025 Presented Regimen Level 1 data from Pha |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Ca |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission F |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissio |
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| April 10, 2024 |
Exhibit 99.1 1 CT - 0508 Study 101 Monotherapy Patient Demographics (n=14) Heavily pre - treated pts with HER2 2+/3+ solid tumors Summary of Participant and Tumor Characteristics Characteristic N = 14 Characteristic N = 14 Median age (range), years 58 (45, 81) Tumor Type, n (%) Breast Cancer Esophageal Cancer Salivary Carcinoma Cholangiocarcinoma Ovarian Cancer 8 (57.1) 2 (14.3) 2 (14.3) 1 (7.1) 1 |
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| April 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| April 1, 2024 |
Exhibit 99.1 Carisma Therapeutics Provides Business Update and Reports Fourth Quarter and Full Year 2023 Financial Results Company to prioritize CT-0525 as its anti-HER2 CAR-M product candidate and will cease further development of CT-0508 Other prioritized pipeline programs include the Company’s in vivo CAR-M collaboration with Moderna, and research programs including fibrosis Cash and cash equiv |
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| April 1, 2024 |
Exhibit 10.17 Carisma Therapeutics Inc. STOCK OPTION AGREEMENT Carisma Therapeutics Inc. (the “Company”) hereby grants the following stock option pursuant to its Amended and Restated 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number |
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| April 1, 2024 |
Exhibit 97 CARISMA THERAPEUTICS INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Carisma Therapeutics Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Fra |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36 |
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| April 1, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation •CTx Operations, Inc. •Delaware, U.S. •CARISMA Therapeutics S.à r.l. •Luxembourg |
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| March 13, 2024 |
CARM / Carisma Therapeutics, Inc. / AbbVie Biotechnology Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARISMA THERAPEUTICS INC. (Name of Issuer) Common Stock, $0.001 par value (Titles of Class of Securities) 14216R101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| March 7, 2024 |
EX-99.1(07) Exhibit 1.07 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for |
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| March 7, 2024 |
CARM / Carisma Therapeutics, Inc. / HealthCap VII, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Carisma Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14216R 101 (CUSIP Number) HealthCap VII, L.P. Represented by HealthCap VI GP S.A. 23 Avenue Villamont Lausanne, Switzerland CH-10 |
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| February 13, 2024 |
CARM / Carisma Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0534-carismatherapeuticsin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Carisma Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 14216R101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t |
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| February 2, 2024 |
CARM / Carisma Therapeutics, Inc. / Longview Innovation Corp. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Carisma Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 14216R 101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| January 26, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carisma Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 14216R 101 (CUSIP Number) Trustees of the University of Pennsylvania 2929 Walnut Street, Suite 300 Philadelphia, PA 19104 (215) 898-1903 (Na |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commiss |
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| November 9, 2023 |
Exhibit 99.1 Carisma Therapeutics Reports Third Quarter 2023 Financial Results and Recent Business Highlights Presented updated data from Phase 1 clinical trial of CT-0508 at CAR-TCR Summit, further supporting CAR-M safety, feasibility and mechanism of action Selected clinical candidate for CT-1119, an anti-mesothelin CAR-Monocyte Presented pre-clinical proof of concept data of in vivo CAR-M, from |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3629 |
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| September 1, 2023 |
Exhibit 99.2 HARNESSING THE POWER OF ENGINEERED MACROPHAGES Michael Klichinsky, PharmD PhD Co-Founder & Chief Scientific Officer CAR-TCR September 2023 2 Cautionary Note Regarding Forward-Looking Statements Regarding Carisma Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitut |
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| September 1, 2023 |
Exhibit 99.1 Carisma Announces Latest Data from Phase 1 Clinical Trial of CT-0508 at 8th Annual CAR-TCR Summit Group 2 data available to date support primary safety and feasibility endpoints of single-day bolus dosing of CT-0508 New translational analyses combining group 1 & group 2 continue to support CAR-M mechanism of action, demonstrating a correlation between biomarkers and best overall respo |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commis |
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| August 10, 2023 |
Exhibit 99.1 Carisma Therapeutics Reports Second Quarter 2023 Financial Results and Recent Business Highlights Dosed first patient in Phase 1 clinical trial of CT-0508 in combination with KEYTRUDA® (pembrolizumab) in patients with HER2-overexpressing solid tumors Nominated additional oncology target as part of the Company’s collaboration with Moderna to develop in-vivo targeted CAR-M therapies Cas |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commissi |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Car |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| June 9, 2023 |
CARISMA THERAPEUTICS INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN Exhibit 99.1 CARISMA THERAPEUTICS INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 1. Purpose The purpose of this Amended and Restated 2014 Stock Incentive Plan (the “Plan”) of Carisma Therapeutics Inc. (formerly known as Sesen Bio, Inc.), a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and m |
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| June 9, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF CARISMA THERAPEUTICS INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Carisma Therapeutics Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), |
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| May 12, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| May 12, 2023 |
As filed with the Securities and Exchange Commission on May 12, 2023 As filed with the Securities and Exchange Commission on May 12, 2023 Registration No. |
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| May 12, 2023 |
Exhibit 1.1 AMENDED AND RESTATED OPEN MARKET SALE AGREEMENTSM May 12, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Carisma Therapeutics Inc. (formerly Sesen Bio, Inc.), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/ |
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| May 12, 2023 |
Exhibit 99.1 Carisma Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Highlights Initiated a Phase 1 Sub-Study of CT-0508 in combination with KEYTRUDA® (pembrolizumab) in patients with HER2-overexpressing solid tumors Expanded clinical manufacturing capacity through successful technology transfer of CT-0508 Closed merger with Sesen Bio and commenced trading on Nasdaq |
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| May 12, 2023 |
Up to $100,000,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-271295 PROSPECTUS SUPPLEMENT (To Prospectus dated May 2, 2023) Up to $100,000,000 Shares of Common Stock We have entered into an Amended and Restated Open Market Sale AgreementSM, or the Sale Agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our common stock, par value $0.001 per share, |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Cari |
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| May 11, 2023 |
Exhibit 10.18 LEASE by and between WEXFORD-SCEC 3675 MARKET STREET, LLC, a Delaware limited liability company, Landlord and CARISMA THERAPEUTICS INC., a Delaware corporation, Tenant TABLE OF CONTENTS Table of Contents Article Title Page 1. Lease of Premises 1 2. Definitions and Basic Lease Provisions 1 3. Term 4 4. Possession and Term Commencement Date 5 5. Condition of Premises 7 6. Rentable Area |
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| April 28, 2023 |
CARISMA THERAPEUTICS INC. 3675 Market Street, Suite 200 Philadelphia, PA 19104 CARISMA THERAPEUTICS INC. 3675 Market Street, Suite 200 Philadelphia, PA 19104 April 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Carisma Therapeutics Inc. Registration Statement on Form S-3 File No. 333-271296 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities A |
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| April 28, 2023 |
Annual Report on Form 10-K from our definitive proxy statement for the 2023 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2023 |
CARISMA THERAPEUTICS INC. 3675 Market Street, Suite 200 Philadelphia, PA 19104 CARISMA THERAPEUTICS INC. 3675 Market Street, Suite 200 Philadelphia, PA 19104 April 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Carisma Therapeutics Inc. Registration Statement on Form S-3 File No. 333-271295 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities A |
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| April 17, 2023 |
Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| April 17, 2023 |
Form of Subordinated Indenture Exhibit 4.4 CARISMA THERAPEUTICS INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314 |
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| April 17, 2023 |
As filed with the Securities and Exchange Commission on April 17, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 17, 2023 Registration No. |
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| April 17, 2023 |
As filed with the Securities and Exchange Commission on April 17, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 17, 2023 Registration No. |
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| April 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Carisma Therapeutics Inc. |
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| April 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Carisma Therapeutics Inc. |
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| April 17, 2023 |
Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| April 17, 2023 |
Exhibit 4.3 CARISMA THERAPEUTICS INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) |
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| April 17, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 (March 7, 2023) Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisd |
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| April 4, 2023 |
As filed with the Securities and Exchange Commission on April 4, 2023 As filed with the Securities and Exchange Commission on April 4, 2023 Registration No. |
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| April 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Carisma Therapeutics Inc. |
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| April 4, 2023 |
Carisma Therapeutics Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.4 Carisma Therapeutics Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, PA, Auditor Firm ID: 185) F-2 Consolidated Balance Sheets, December 31, 2022 and 2021 F-3 Consolidated Statements of Operations and Comprehensive Loss, Years Ended December 31, 2022 and 2021 F-4 Con |
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| April 4, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 7, 2023, Sesen Bio consummated the merger with Carisma in accordance with the terms of the Agreement and Plan of Merger Reorganization, dated as of September 20, 2022, as amended by the First Amendment thereto dated as of December 29, 2022 and the Second Amendment thereto dated as of February 13, 2023 (as amended, t |
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| April 4, 2023 |
Exhibit 99.7 Carisma Therapeutics Reports Fiscal 2022 Financial Results and Recent Business Highlights Closed merger with Sesen Bio and commenced trading on Nasdaq under ticker symbol “CARM” Cash position as of the closing of the merger with Sesen Bio provides anticipated operating runway through 2024 PHILADELPHIA – April 4, 2023 – Carisma Therapeutics Inc. (Nasdaq: CARM), a clinical-stage biophar |
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| April 4, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.5 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes which are filed as Exhibit 99.4 to our Current Report on Form 8-K/A. Some of the information contained in this disc |
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| March 22, 2023 |
CARM / Carisma Therapeutics Inc / HealthCap VII, L.P. - CARISMA SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARISMA THERAPEUTICS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14216R 101 (CUSIP Number) HealthCap VII, L.P. Represented by its general partner HealthCap VII GP S.A. 23 Avenue Villamont Lausanne, V8 C |
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| March 17, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Carisma Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 14216R 101 (CUSIP Number) Trustees of the University of Pennsylvania 2929 Walnut Street, Suite 300 Philadelphia, PA 19104 (215) 898-1903 (Name, |
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| March 16, 2023 |
CARM / Carisma Therapeutics Inc / Longview Innovation Corp. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Carisma Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 14216R 101 (CUSIP Number) March 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| March 16, 2023 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of March 16, 2023, by and among Longview Innovation Corp., IPG Cayman LP, IPG USA SCO LP and CT SPV Investment LP. The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and |
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| March 13, 2023 |
SESN / Sesen Bio Inc. / ModernaTX, Inc. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CARISMA THERAPEUTICS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 817763105 (CUSIP Number) March 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| March 9, 2023 |
CARM / Carisma Therapeutics Inc / HealthCap VII, L.P. - HEALTHCAP SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CARISMA THERAPEUTICS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14216R 101 (CUSIP Number) HealthCap VII, L.P. Represented by its general partner HealthCap VII GP S.A. 23 Avenue Villamont Lausanne, V8 CH - |
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| March 8, 2023 |
Exhibit 10.14 Carisma Therapeutics Inc. STOCK OPTION AGREEMENT Carisma Therapeutics Inc. (the “Company”) hereby grants the following stock option pursuant to its Amended and Restated 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number |
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| March 8, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of March, 2023, by and among CARISMA Therapeutics Inc., a Delaware corporation (“Carisma”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS WHEREAS, Carisma is party to that certain Agreement and |
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| March 8, 2023 |
Exhibit 10.5 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of March 7, 2023 (this “Agreement”), is entered into by and among Sesen Bio, Inc., a Delaware corporation (“Parent”), and Computershare Inc. (“Computershare”) and its affiliate, Computershare Trust Company, N.A., together, as the Rights Agent. RECITALS WHEREAS, Parent, Seahawk Merger Sub, Inc., a Delawa |
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| March 8, 2023 |
Exhibit 99.3 RISK FACTORS Investing in Carisma Therapeutics Inc., or Carisma, securities involves a high degree of risk. You should carefully consider the risk factors set forth below and under “Risk Factors” in Carisma’s Annual Report on Form 10-K for the year ended December 31, 2022 as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, b |
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| March 8, 2023 |
Exhibit 10.10 2017 Stock Incentive Plan of CARMA Therapeutics Inc. Table of Contents Page 1. Purpose 1 2. Eligibility 1 3. Administration and Delegation 1 (a) Administration by the Board 1 (b) Appointment of Committees 2 4. Stock Available for Awards 2 (a) Number of Shares 2 (b) Substitute Awards 2 5. Stock Options 2 (a) General 2 (b) Incentive Stock Options 2 (c) Exercise Price 3 (d) Duration of |
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| March 8, 2023 |
Exhibit 99.1 Carisma Therapeutics Closes Merger with Sesen Bio Shares of Carisma to commence trading on Nasdaq under new ticker symbol “CARM” on March 8, 2023 Resulting cash position of approximately $140 million provides runway through 2024; expected to enable multiple clinical readouts across Carisma programs PHILADELPHIA – March 7, 2023 – Carisma Therapeutics Inc., a clinical stage biopharmaceu |
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| March 8, 2023 |
Exhibit 10.8 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of March 7, 2023 (the “Effective Date”), by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Richard Morris (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive has been employed by CTx Operations, Inc. (f/k/a CARISMA Therapeutics Inc.) |
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| March 8, 2023 |
Code of Business Conduct and Ethics of Carisma Therapeutics Inc. Exhibit 14.1 CARISMA THERAPEUTICS INC. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for employees, officers and directors of Carisma Therapeutics Inc. (the “Company”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integri |
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| March 8, 2023 |
Letter from Ernst & Young LLP, dated March 7, 2023. Exhibit 16.1 March 7, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, District of Columbia 20549 Ladies and Gentlemen: We have read item 4.01 on Form 8-K dated March 7, 2023 of Carisma Therapeutics Inc. (formerly known as Sesen Bio, Inc.) and are in agreement with the statements contained in the paragraphs within section (a) therein. We have no basis to agree or disagree with |
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| March 8, 2023 |
EX-99.2 20 tm238578d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CARISMA BUSINESS Overview Carisma Therapeutics Inc., or Carisma, is a clinical stage cell therapy company focused on utilizing Carisma’s proprietary macrophage and monocyte cell engineering platform to develop transformative immunotherapies to treat cancer and other serious diseases. Carisma has created a comprehensive cell therapy platform |
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| March 8, 2023 |
Exhibit 10.12 CARISMA Therapeutics Inc. Incentive Stock Option Agreement Granted Under 2017 Stock Incentive Plan 1. Grant of Option. This Incentive Stock Option Agreement (the “Agreement”) evidences the grant by CARISMA Therapeutics Inc., a Delaware corporation (the “Company”), on [ , 20] (the “Grant Date”) to [], an employee of the Company (the “Participant”), of an option to |
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| March 8, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF CARISMA THERAPEUTICS INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 2 1.10 Action at Meeting 2 1.11 Nomination of Directors 3 1.12 Notice of |
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| March 8, 2023 |
Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of D |
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| March 8, 2023 |
Exhibit 10.15 Carisma Therapeutics Inc. Restricted Stock Unit Agreement Granted under the Amended and Restated 2014 Stock Incentive Plan Carisma Therapeutics Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its Amended and Restated 2014 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof and incorporated herein by reference. Noti |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission |
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| March 8, 2023 |
Exhibit 10.13 CARISMA THERAPEUTICS INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 1. Purpose The purpose of this Amended and Restated 2014 Stock Incentive Plan (the “Plan”) of Carisma Therapeutics Inc. (formerly known as Sesen Bio, Inc.), a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and |
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| March 8, 2023 |
EX-3.1 2 tm238578d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SESEN BIO, INC. (to be renamed Carisma Therapeutics Inc.) (originally incorporated on February 25, 2008) Sesen Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), |
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| March 8, 2023 |
Exhibit 10.9 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of March 7, 2023 (the “Effective Date”), by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Michael Klichinsky (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive has been employed by CTx Operations, Inc. (f/k/a CARISMA Therapeutics In |
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| March 8, 2023 |
Exhibit 10.7 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of March 7, 2023 (the “Effective Date”), by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Steven Kelly (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive has been employed by CTx Operations, Inc. (f/k/a CARISMA Therapeutics Inc.) (t |
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| March 8, 2023 |
Exhibit 10.16 CARISMA THERAPEUTICS INC. AMENDED AND RESTATED 2014 EMPLOYEE STOCK PURCHASE PLAN The purpose of this Amended and Restated 2014 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Carisma Therapeutics Inc. (formerly known as Sesen Bio, Inc.) (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $ |
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| March 8, 2023 |
Exhibit 10.11 CARISMA Therapeutics Inc. Nonstatutory Stock Option Agreement Granted Under 2017 Stock Incentive Plan 1. Grant of Option. This Nonstatutory Stock Option Agreement (the “Agreement”) evidences the grant by CARISMA Therapeutics Inc., a Delaware corporation (the “Company”), on [ , 20] (the “Grant Date”) to [], an employee, consultant or director of the Company (the “Participa |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 2, 2023 |
ex991sesnspecialmeetingr Sesen Bio Stockholders Approve Merger with Carisma Therapeutics Declares Special Dividend in the Aggregate of $75 Million Approximately 88% Voted in Favor of the Merger at the Special Meeting Merger on Track to Close on March 7, 2023 CAMBRIDGE, Mass. |
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| March 2, 2023 |
ex31conformedforedgar-pr CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF SESEN BIO, INC. |
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| February 28, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 28, 2023 |
a202302284q2022earnings Sesen Bio Reports Fourth Quarter and Full-Year 2022 Financial Results Sesen Bio Board Believes the Pending Merger with Carisma is the Most Value-Maximizing Option for Stockholders Reiterates Support from Several of Sesen Bio’s Largest Stockholders and Two Leading Independent Proxy Advisors Sesen Bio Board Unanimously Recommends All Stockholders Vote “FOR” Transaction Ahead of March 2, 2023 Special Meeting of Stockholders CAMBRIDGE, Mass. |
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| February 28, 2023 |
Subsidiaries of Sesen Bio, Inc. EXHIBIT 21.1 Subsidiaries of Sesen Bio, Inc. Subsidiary Jurisdiction of Incorporation Viventia Bio Inc. Province of Ontario, Canada Viventia Bio USA Inc. Province of Ontario, Canada Seahawk Merger Sub, Inc. Delaware |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36296 Sesen Bio, Inc |
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| February 28, 2023 |
EX-99.1 2 a202302284q2022earnings.htm EX-99.1 Sesen Bio Reports Fourth Quarter and Full-Year 2022 Financial Results Sesen Bio Board Believes the Pending Merger with Carisma is the Most Value-Maximizing Option for Stockholders Reiterates Support from Several of Sesen Bio’s Largest Stockholders and Two Leading Independent Proxy Advisors Sesen Bio Board Unanimously Recommends All Stockholders Vote “F |
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| February 27, 2023 |
425 1 form425-sesncarminfograp.htm 425 Maximizing Value for Sesen Bio Stockholders + Proxy Advisory & Stockholder Support Cutting-Edge Immunotherapy Platform with Long-Term Upside Opportunity Substantial & Immediate Cash Value, Meaningfully Better Than the Alternative STEVEN KELLY President & CEO MICHAEL KLICHINSKY, PHD Co-Founder & Chief Scientific Officer BML INVESTMENT PARTNERS, L.P. (4.1% Owne |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 22, 2023 |
form425-carismastockhold Dear Sesen Bio Stockholders: On behalf of the entire Carisma management team and board of directors, I want to tell you how excited we are about the pending merger with Sesen Bio. |
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| February 21, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending that Sesen Bio Stockholders Vote “FOR” All Proposals to Approve Pending Merger With Carisma Po |
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| February 21, 2023 |
SESEN BIO AND CARISMA THERAPEUTICS FIRESIDE CHAT Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 SESEN BIO AND CARISMA THERAPEUTICS FIRESIDE CHAT CALL DETAILS Date: February 21, 2023 Time: 8:00 am ET PARTICIPANTS Dr. Thomas R. Cannell, Sesen Bio – President, CEO and Di |
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| February 17, 2023 |
investorupdatepresentati Maximizing Value for Sesen Bio Stockholders February 2023 Filed by Sesen Bio, Inc. |
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| February 17, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 |
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| February 17, 2023 |
425 1 sesncarmtransactioninfog.htm 425 $75M Special Cash Dividend Direct and immediate value ($0.36/share1) 24.2% Stake in $352M2 Combined Company Sesen Bio stockholders to receive ownership stake in Carisma, a well-funded company developing groundbreaking therapies for a wide range of cancers ($0.38/share3). This includes $30M of additional incremental financing from Carisma’s key investors (Abbv |
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| February 17, 2023 |
sesnstockholderupdatelet Further increased special dividend to $75 million. We have increased the expected one-time special cash dividend to $75 million, $0.36 per share1. Since we first announced the merger in September 2022, we have increased the special cash dividend by $50 million, from the original dividend amount of up to $25 million. This is a significant amount of upfront cash that stockho |
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| February 16, 2023 |
424B3 1 tm236507-3424b3.htm 424B3 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(3) Registration No. 333-267891 SUPPLEMENT DATED FEBRUARY 16, 2023 (TO PROXY STATEMENT/PROSPECTUS DATED JANUARY 19, 2023) AMENDED MERGER PROPOSAL YOUR VOTE IS VERY IMPORTANT To the stockholders of Sesen Bio, Inc. and CARISMA Therapeutics Inc.: On or about January 24, 2023, Sesen Bio, Inc., or Sesen Bio, mailed you a |
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| February 16, 2023 |
Sesen Bio to Host Webcast with Carisma Therapeutics to Discuss Pending Merger Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Sesen Bio to Host Webcast with Carisma Therapeutics to Discuss Pending Merger CAMBRIDGE, Mass.– February 16, 2023 – Sesen Bio, Inc. (Nasdaq: SESN) today announced that memb |
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| February 16, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Leading Independent Proxy Advisory Firm ISS Recommends Sesen Bio Stockholders Vote “FOR” All Proposals at March 2 Special Meeting Report Highlights Compelling Strategic Rat |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Sesen Bio, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 817763105 (CUSIP Number) BRADLEY L. RADOFF 272 |
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| February 15, 2023 |
bmlsupportreleasevf0215 BML, One of Sesen Bio’s Top Stockholders, Announces Support for Pending Merger with Carisma Therapeutics Sesen Bio Board Unanimously Recommends All Stockholders to Vote “FOR” the Value Maximizing Merger on the WHITE Proxy Card Today CAMBRIDGE, Mass. |
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| February 14, 2023 |
EXHIBIT 99.1 FOR IMMEDIATE RELEASE Sesen Bio and Carisma Therapeutics Announce Increased Special Cash Dividend and Stockholder Support for Pending Merger Amend Merger Agreement to Increase Expected Special Cash Dividend to $75 Million and Extend Contingent Value Right for Vicineum to March 31, 2027 Bradley L. Radoff and Michael Torok to Vote Shares in Support of Transaction Michael Torok to Join C |
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| February 14, 2023 |
EX-2.1 2 tm236507d1ex2-1.htm EXHIBIT 2.1 EXHIBIT 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Second Amendment”) is made and entered into as of February 13, 2023, by and among SESEN BIO, INC., a Delaware corporation (“Parent”), SEAHAWK MERGER SUB, INC., a Delaware corporation and wholly-owned |
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| February 14, 2023 |
EX-10.1 3 tm236507d1ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Support Agreement”) is entered into as of February 13, 2023, among CARISMA Therapeutics Inc., a Delaware corporation (the “Company”), Sesen Bio, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (collectively, the “Stockholders,” and each, a “Stockh |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 SESEN BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36296 26-2025616 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| February 14, 2023 |
As filed with the Securities and Exchange Commission on February 14, 2023 As filed with the Securities and Exchange Commission on February 14, 2023 Registration No. |
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| February 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) SESEN BIO, INC. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 SESEN BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36296 26-2025616 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| February 14, 2023 |
Consent of SVB Securities LLC, financial advisor to Sesen Bio, Inc. EXHIBIT 99.1 CONSENT OF SVB SECURITIES LLC We hereby consent to the use of our opinion letter dated December 29, 2022 to the Board of Directors of Sesen Bio, Inc., incorporated in the Registration Statement on Form S-4 of Sesen Bio, Inc. to be filed on the date hereof, by reference to the Registration Statement on Form S-4 (Registration No. 333-267891) of Sesen Bio, Inc. declared effective on Janu |
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| February 9, 2023 |
SESN / Sesen Bio Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01880-sesenbioinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Sesen Bio Inc. Title of Class of Securities: Common Stock CUSIP Number: 817763105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rul |
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| February 7, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Carisma Twitter: We are excited to announce another key addition to our SAB, mRNA therapeutics expert and Moderna CSO of External Ventures, Dr. Lin Guey. This appointment f |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 7, 2023 |
exhibit991carismaprguey Carisma Therapeutics Appoints Moderna CSO of External Research Ventures, Lin Guey, to Scientific Advisory Board PHILADELPHIA – February 7, 2023 – Carisma Therapeutics Inc. |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| February 7, 2023 |
exhibit991carismaprguey Carisma Therapeutics Appoints Moderna CSO of External Research Ventures, Lin Guey, to Scientific Advisory Board PHILADELPHIA – February 7, 2023 – Carisma Therapeutics Inc. |
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| February 2, 2023 |
Maximizing Value for Sesen Bio Stockholders February 2023 Exhibit 99.2 Maximizing Value for Sesen Bio Stockholders February 2023 Forward - Looking Statements and Additional Disclaimers Forward - Looking Statements Any statements in this communication about future expectations, plans and prospects for Sesen Bio, Inc. ( Sesen Bio), CARISMA Therapeutics Inc. ( Carisma ) or the combined company, Sesen Bio’s, Carisma’s or the combined company’s strategy or fu |
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| February 2, 2023 |
EX-99.1 2 tm235275d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sesen Bio Files Investor Presentation in Connection with Pending Carisma Therapeutics Merger Highlights Board’s Robust Strategic Review Process and Unanimous Determination that Carisma Merger Maximizes Value for Stockholders Urges Stockholders to Vote “FOR” Transaction Ahead of Special Meeting of Stockholders on March 2, 2023 CAMBRIDGE, Mass |
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| February 2, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 SESEN BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36296 26-2025616 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| February 2, 2023 |
Maximizing Value for Sesen Bio Stockholders February 2023 Exhibit 99.2 Maximizing Value for Sesen Bio Stockholders February 2023 Forward - Looking Statements and Additional Disclaimers Forward - Looking Statements Any statements in this communication about future expectations, plans and prospects for Sesen Bio, Inc. ( Sesen Bio), CARISMA Therapeutics Inc. ( Carisma ) or the combined company, Sesen Bio’s, Carisma’s or the combined company’s strategy or fu |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 SESEN BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36296 26-2025616 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| February 2, 2023 |
EX-99.1 2 tm235275d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sesen Bio Files Investor Presentation in Connection with Pending Carisma Therapeutics Merger Highlights Board’s Robust Strategic Review Process and Unanimous Determination that Carisma Merger Maximizes Value for Stockholders Urges Stockholders to Vote “FOR” Transaction Ahead of Special Meeting of Stockholders on March 2, 2023 CAMBRIDGE, Mass |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| January 31, 2023 |
425 1 sesnformcarismapressreleas.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdi |
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| January 31, 2023 |
ex991-carsimasharmapres Carisma Therapeutics Appoints Leading Solid Tumor Immunotherapy Expert Padmanee Sharma, MD, PhD to Scientific Advisory Board Expansion of Scientific Advisory Board provides additional expertise in development capabilities PHILADELPHIA – January 31, 2023 – Carisma Therapeutics Inc. |
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| January 31, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Carisma Twitter: We are excited to announce the appointment of leading solid tumor immunotherapy expert @PamSharmaMDPhD to our Scientific Advisory Board. Learn more on Dr. |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| January 31, 2023 |
ex991-carsimasharmapres Carisma Therapeutics Appoints Leading Solid Tumor Immunotherapy Expert Padmanee Sharma, MD, PhD to Scientific Advisory Board Expansion of Scientific Advisory Board provides additional expertise in development capabilities PHILADELPHIA – January 31, 2023 – Carisma Therapeutics Inc. |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| January 30, 2023 |
ex991nasdaqdelistingnoti Sesen Bio Receives NASDAQ Delisting Notice Company Remains Focused on Significant Benefits of Pending Merger with Carisma Delisting Notice Underscores Potential for Corporate Dissolution if Merger is not Approved by Stockholders CAMBRIDGE, Mass. |
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| January 30, 2023 |
ex991nasdaqdelistingnoti Sesen Bio Receives NASDAQ Delisting Notice Company Remains Focused on Significant Benefits of Pending Merger with Carisma Delisting Notice Underscores Potential for Corporate Dissolution if Merger is not Approved by Stockholders CAMBRIDGE, Mass. |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 SESEN BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36296 26-2025616 (State or other jurisdiction of incorporation) (Commission File |
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| January 26, 2023 |
Exhibit 99.1 Investor Group Issues Letter to the Boards of Sesen Bio and Carisma Rejecting Their Apparent Attempt to Purchase Merger Support Discloses Recent Offer to Provide Paid Advisory Roles to Messrs. Radoff and Torok – Major Stockholders of Sesen Bio – in Exchange for Their Support of the Proposed Merger of Sesen Bio and Carisma Reiterates Intent to Vote AGAINST the Proposed Merger HOUSTON-( |
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| January 26, 2023 |
sesninvestorgrouprespon Sesen Bio Reiterates Confidence that Pending Merger with Carisma is in Best Interests of Stockholders Company Calls Out Misrepresentations from Investor Group CAMBRIDGE, Mass. |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Sesen Bio, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 817763105 (CUSIP Number) BRADLEY L. RADOFF 272 |
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| January 19, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Important Information for Sesen Bio Stockholders Please vote your shares at the Special Meeting of Stockholders to be held on March 2, 2023 at 10:00 A.M. Eastern Time Key q |
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| January 19, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Vote FOR the Pending Merger with Carisma Therapeutics Please follow the instructions on the enclosed proxy card to VOTE “FOR” the transaction today. Vote by telephone, inte |
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| January 19, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 Sesen Bio Files Definitive Proxy Statement and Mails Letter to Stockholders in Connection with Pending Merger with Carisma Therapeutics Schedules March 2, 2023, Special Mee |
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| January 19, 2023 |
January 19, 2023 CORRESPONDENCE FILED VIA EDGAR Office of Life Sciences Division of Corporation Finance U. |
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| January 19, 2023 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267891 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the stockholders of Sesen Bio, Inc. and CARISMA Therapeutics Inc.: Sesen Bio, Inc., a Delaware corporation, or Sesen Bio, and CARISMA Therapeutics Inc., a Delaware corporation, or Carisma, entered into an Agreement and Plan of Merger and Reorganization on September 20, 20 |
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| January 19, 2023 |
Filed by Sesen Bio, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Sesen Bio, Inc. Commission File No.: 001-36296 On January 19, 2023, CARISMA Therapeutics Inc. published the following post on Twitter: NEW: Sesen Bio $SESN files definitive proxy statement and mails letter to stockholde |
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| January 18, 2023 |
CORRESP 1 filename1.htm Hogan Lovells US LLP 1735 Market Street, 23rd Floor Philadelphia, PA 19103 T +1 267 675 4500 F +1 267 675 4601 www.hoganlovells.com January 18, 2023 CORRESPONDENCE FILED VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento & Dillon Hagius Re: Sesen Bio, |
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| January 18, 2023 |
Consent of SVB Securities LLC, financial advisor to Sesen Bio, Inc. EXHIBIT 99.4 CONSENT OF SVB SECURITIES LLC We hereby consent to the use of our opinion letter dated December 29, 2022 to the Board of Directors of Sesen Bio, Inc., included as Annex B to the proxy statement/prospectus which forms a part of Amendment No. 4 to the Registration Statement on Form S-4 of Sesen Bio, Inc. to be filed on the date hereof, and to the references to such opinion in such proxy |
