HealthCap VII Amends Carisma Therapeutics Stake

TL;DR

HealthCap VII filed an update on its Carisma Therapeutics stake. Watch for more details.

AI Summary

HealthCap VII, L.P. filed an amendment (No. 2) to its Schedule 13D on March 7, 2024, regarding its beneficial ownership of Carisma Therapeutics Inc. The filing indicates a change in the reporting person's holdings, though specific new dollar amounts or percentages are not detailed in this excerpt. HealthCap VII, L.P. is a limited partnership based in Delaware, with its address in Lausanne, Switzerland.

Why It Matters

This amendment signals a potential shift in major shareholder activity for Carisma Therapeutics, which could influence stock price and strategic decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership by large investors, which can impact stock volatility.

Key Players & Entities

• HealthCap VII, L.P. (company) — Reporting Person
• Carisma Therapeutics Inc. (company) — Subject Company
• HealthCap VI GP S.A. (company) — Representative for HealthCap VII, L.P.

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• d751100dsc13da.htm (SC 13D/A) — 46KB
• d751100dex99107.htm (EX-99.1(07)) — 6KB
• 0001193125-24-062165.txt ( ) — 54KB

of the Schedule 13D is hereby amended and restated as follows

Item 1 of the Schedule 13D is hereby amended and restated as follows: This Amendment No. 2 to the Schedule 13D filed on March 9, 2023 (as amended, this Schedule 13D) relates to shares of common stock, $0.001 par value per share (the Common Stock), of CARISMA Therapeutics Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 3675 Market Street, Suite 200, Philadelphia, PA 19104. Item2. Identity and Background

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by the following persons (each a Reporting Person and together the Reporting Persons): 1. HealthCap VII, L.P., a Delaware limited partnership (the Fund); and 2. HealthCap VII GP LLC, a Delaware limited liability company (the GP), which is the sole general partner of the Fund. The address of the Fund c/o HealthCap VI GP S.A., 23 Avenue Villamont, Lausanne, Switzerland CH 1005 and the address of the GP is 101 Main Street 12 th Floor, Suite 1220, Cambridge, MA 02142. The principal business of the Reporting Persons and the Managers is venture capital investment focused on the health care sector. This amendment to the Schedule 13D adds the GP as a reporting persons and removes HealthCap VII GP S.A., the Funds former general partner, as a reporting person. During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 1.07, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. Item5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b): The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on approximately 40,356,806 shares of Common Stock outstanding as of November 6, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023. The Fund directly holds 3,398,248 shares of Common Stock. The GP is the general partner of the Fund. The GP has delegated voting and dispositive power over the shares held by the Fund to HealthCap VI GP S.A., a Swiss registered company (HealthCap VI). Vanessa Malier and Thomas Ramdahl are each directors of the GP. Fabrice Bernhard is the General Manager of HealthCap VI, and Dag Richter, François Kaiser and Daniel Schafer are each Directors of HealthCap VI (together, the Managers). (c) The Reporting Persons have not effected any transaction in the shares of Common Stock of the Issuer during the past 60 days. (d) Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement. (e) Not applicable. Item7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is amended and supplemented to add the following: Exhibit 1.07 Joint Filing Agreement, dated as of March 7, 2024

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Dated: March 7, 2024 HEALTHCAP VII, L.P. By: HealthCap VII GP LLC, its general partner By: HealthCap VI GP SA, its investment manager By: /s/ Dag Richter Name: Dag Richter Title: Director By: /s/ Fabrice Bernhard Name: Fabrice Bernhard Title: General Manager HEALTHCAP VII GP LLC By: HealthCap VI GP SA, its investment manager By: /s/ Dag Richter Name: Dag Richter Title: Director By: /s/ Fabrice Bernhard Name: Fabrice Bernhard Title: General Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR