Carisma Therapeutics Files 8-K on Officer/Director Changes
Ticker: CARM · Form: 8-K · Filed: Oct 15, 2025 · CIK: 1485003
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes
TL;DR
Carisma Therapeutics (CARM) filed an 8-K detailing leadership changes and financial exhibits.
AI Summary
Carisma Therapeutics Inc. filed an 8-K on October 15, 2025, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes financial statements and exhibits, with the earliest event reported being October 14, 2025. The company, formerly known as Sesen Bio, Inc., is incorporated in Delaware and operates in the Pharmaceutical Preparations sector.
Why It Matters
This 8-K filing indicates potential shifts in Carisma Therapeutics' leadership and governance structure, which could impact strategic direction and operational execution.
Risk Assessment
Risk Level: medium — Changes in directors or officers can signal internal shifts or strategic realignments that may affect the company's future performance.
Key Players & Entities
- Carisma Therapeutics Inc. (company) — Registrant
- Sesen Bio, Inc. (company) — Former Company Name
- October 14, 2025 (date) — Earliest Event Reported
- October 15, 2025 (date) — Filing Date
FAQ
What specific changes occurred regarding directors or officers at Carisma Therapeutics?
The 8-K filing indicates events related to the departure of directors or certain officers, election of directors, and appointment of certain officers.
What is the exact date of the earliest event reported in this 8-K filing?
The earliest event reported is dated October 14, 2025.
When was this 8-K report filed with the SEC?
The 8-K report was filed on October 15, 2025.
What was Carisma Therapeutics Inc. formerly known as?
Carisma Therapeutics Inc. was formerly known as Sesen Bio, Inc.
In which state is Carisma Therapeutics Inc. incorporated?
Carisma Therapeutics Inc. is incorporated in Delaware.
Filing Stats: 1,397 words · 6 min read · ~5 pages · Grade level 13.7 · Accepted 2025-10-15 16:17:39
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value per share CARM The Nasdaq
- $3,757 — employer, a taxable monthly payment of $3,757, which he may use to cover health insur
- $2,245 — employer, a taxable monthly payment of $2,245, which he may use to cover health insur
Filing Documents
- tm2528741d1_8k.htm (8-K) — 35KB
- tm2528741d1_ex10-1.htm (EX-10.1) — 38KB
- tm2528741d1_ex10-2.htm (EX-10.2) — 39KB
- 0001104659-25-099740.txt ( ) — 299KB
- carm-20251014.xsd (EX-101.SCH) — 3KB
- carm-20251014_lab.xml (EX-101.LAB) — 33KB
- carm-20251014_pre.xml (EX-101.PRE) — 22KB
- tm2528741d1_8k_htm.xml (XML) — 4KB
02 Departure of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, Carisma Therapeutics Inc. (the "Company") expects to continue to continue to attempt to sell or otherwise dispose of or monetize its remaining assets and pursue an orderly wind down of its remaining operations. As part of the wind down activities, on October 15, 2025, the Company notified (1) Steven Kelly, the Company's President and Chief Executive Officer, that his employment with the Company will terminate without cause, effective November 15, 2025, and (2) Michael Klichinsky, Pharm.D., Ph.D., the Company's Chief Scientific Officer, that his employment with the Company will terminate without cause, effective October 15, 2025. Separation Agreement with Steven Kelly On October 15, 2025, the Company entered into a Separation and Release Agreement with Mr. Kelly (the "Kelly Separation Agreement"), pursuant to which, based on his termination without cause, Mr. Kelly 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) a lump sum payment equal to twelve months of his base salary, (2) a lump sum payment equal to 100% of his target bonus for 2025 pro-rated based on his departure date of November 15, 2025, and (3) for the earlier of 12 months or until Mr. Kelly becomes eligible for health insurance benefits by a subsequent employer, a taxable monthly payment of $3,757, which he may use to cover health insurance costs or for any other purpose, in each case, minus any applicable deductions and withholdings. The Kelly Separation Agreement supersedes the Retention and Transaction Bonus Agreement, dated August 29, 2025, by and between the Company and Mr. Kelly (the "Bonus Agreement"), which Bonus Agreement will b
01 Financial
Item 9.01 Financial (d) Exhibits. Exhibit No. Description 10.1 Separation and Release Agreement, dated October 15, 2025, by and between the Company and Steven Kelly 10.2 Separation and Release Agreement, dated October 15, 2025, by and between the Company and Michael Klichinsky 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the potential pursuit of asset monetization transactions and wind-down activities. Certain of these forward-looking statements can be identified by the use of words such as "expects," "intends," "plans," "may," "should," "will," "seeks," or other similar expressions. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with the Company's ability to identify and complete asset monetization transactions; the Company's ability to preserve its existing cash resources; the Company's ability to continue as a going concern; the Company's ability to execute a planned orderly wind down; and other risks related to the Company's business. For a discussion of these risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ from those contained in the forward-looking statements, see the "Risk Factors" set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterl
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: October 15, 2025 Steven Kelly President and Chief Executive Officer