Carisma Therapeutics to be Acquired by 03 Life Sciences

TL;DR

Carisma Therapeutics is getting bought by 03 Life Sciences, deal expected Q1 2025.

AI Summary

Carisma Therapeutics Inc. announced on December 7, 2024, that it has entered into a definitive agreement to be acquired by 03 Life Sciences. The transaction is expected to close in the first quarter of 2025. This acquisition follows Carisma's previous name change from Sesen Bio, Inc. in 2018.

Why It Matters

This acquisition by 03 Life Sciences could lead to new developments or integration of Carisma's therapeutic pipeline, potentially impacting the future of its drug candidates.

Risk Assessment

Risk Level: medium — The acquisition introduces potential integration risks and uncertainties regarding the future development of Carisma's pipeline under new ownership.

Key Players & Entities

• Carisma Therapeutics Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquiring entity
• Sesen Bio, Inc. (company) — Former company name
• Eleven Biotherapeutics, Inc. (company) — Former company name
• December 7, 2024 (date) — Date of earliest event reported
• First quarter of 2025 (date) — Expected closing date of acquisition

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value CARM The Nasdaq Stock Mar
• $2.7 million — Company expects to incur approximately $2.7 million in connection with the reduction in wor

Filing Documents

• tm2430483d1_8k.htm (8-K) — 31KB
• 0001104659-24-126550.txt ( ) — 204KB
• carm-20241207.xsd (EX-101.SCH) — 3KB
• carm-20241207_lab.xml (EX-101.LAB) — 33KB
• carm-20241207_pre.xml (EX-101.PRE) — 22KB
• tm2430483d1_8k_htm.xml (XML) — 4KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. On December 7, 2024, after consideration by the board of directors of Carisma Therapeutics Inc. (the "Company") of the Company's current cash runway and operating plan, the board of directors approved a revised operating plan, which includes a reduction in workforce. Affected employees were informed of the reduction in workforce on December 9, 2024. The reduction in workforce includes 23 full-time employees (representing approximately 34% of the Company's total workforce), including certain employees engaged in research and development, manufacturing, finance and corporate activities. The Company expects to incur approximately $2.7 million in connection with the reduction in workforce, which primarily represents one-time employee termination benefits directly associated with the workforce reduction. The Company expects the reduction in workforce to be substantially complete and to pay the majority of related reduction in workforce amounts by the end of the first quarter of 2025. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the reduction in workforce.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 7, 2024, as part of the reduction in workforce, the Company notified Richard Morris, the Company's Chief Financial Officer, that his employment with the Company will terminate without cause effective December 31, 2024. Under his existing employment agreement with the Company and based on his termination without cause, Mr. Morris is entitled to receive, subject to his execution and non-revocation of a release of claims in favor of the Company and compliance with all post-employment obligations under law or any restrictive covenant agreement with the Company, (1) twelve months of base salary, which the Company plans to pay in a lump sum rather than over time, (2) a lump sum payment equal to 100% of his target bonus for the year of termination based on his departure date of December 31, 2024, and (3) COBRA health continuation for up to twelve months. In addition, the board of directors of the Company approved the acceleration of the first 50% installment of the special retention option to purchase 85,000 shares of common stock granted to Mr. Morris with an effective grant date of June 17, 2024, which would have vested in June 2025 and was intended to serve as an incentive to retain key members of management during the continuing implementation of the Company's revised operating plan approved in March 2024, as well as in recognition of the management team's performance and contributions throughout the implementation process. The Company expects to appoint a consultant to serve as the Company's principal financial officer and principal accounting officer.

01 Other Events

Item 8.01 Other Events. In connection with the revised operating plan, the Company has elected to cease further development of the Company's lead product candidate, CT-0525, which is intended to treat solid tumors that overexpress HER2. The Company's decision was based on an assessment of the competitive landscape in anti-HER2 treatments, including the impact of recently approved anti-HER2 therapies on HER2 antigen loss/downregulation, and the effects on the future development strategy of any anti-HER2 product. Although the Company plans to complete ongoing activities under the Phase 1 clinical trial of CT-0525, the final patient has already been enrolled in the clinical trial. The revised operating plan approved by the board of directors focuses the Company's clinical development efforts on in vivo mRNA/lipid nanoparticle CAR-M programs in collaboration with ModernaTX Inc. and contemplates continuing research and development of multiple assets for the potential treatment of diseases beyond oncology, including fibrosis, neurodegeneration and other immunologic and inflammatory diseases, as well as the potential development of CT-1119, a mesothelin-targeted CAR-Monocyte. As previously disclosed, the Company expects to nominate a development candidate in its liver fibrosis program in the first quarter of 2025. Cautionary Note on Forward-Looking Statements plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking to, statements relating to the Company's intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the expected timing for the completion of the reduction in workforce; the expected charges to be incurred and the related cash pa

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARISMA THERAPEUTICS INC. By: /s/ Steven Kelly Date: December 9 , 2024 Steven Kelly President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR