CARGO Therapeutics Reports Major Corporate Changes
| Field | Detail |
|---|---|
| Company | Cargo Therapeutics, Inc. |
| Form Type | 8-K |
| Filed Date | Aug 19, 2025 |
| Risk Level | high |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.001, $4.379 |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, delisting, corporate-governance, executive-changes
TL;DR
CARGO Therapeutics filing 8-K: Acquisition, delisting notice, control change, exec changes, and more.
AI Summary
On August 18, 2025, CARGO Therapeutics, Inc. filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, and changes in control of the registrant. The report also covers departures of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws and changes in fiscal year are noted, along with the filing of financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant structural and operational changes at CARGO Therapeutics, potentially impacting its stock listing, governance, and financial reporting.
Risk Assessment
Risk Level: high — The filing mentions a notice of delisting or failure to meet listing rules, which is a significant risk to investors.
Key Players & Entities
- CARGO Therapeutics, Inc. (company) — Registrant
- August 18, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
FAQ
What specific acquisition or disposition of assets was completed by CARGO Therapeutics?
The filing indicates the completion of an acquisition or disposition of assets but does not provide specific details about the transaction itself.
What are the reasons for the notice of delisting or failure to satisfy a continued listing rule for CARGO Therapeutics?
The 8-K filing states there is a notice of delisting or failure to satisfy a continued listing rule or standard, but the specific reasons are not detailed in this summary.
What material modifications have been made to the rights of CARGO Therapeutics' security holders?
The filing reports material modifications to the rights of security holders, but the exact nature of these modifications is not specified in the provided text.
Has there been a change in control of CARGO Therapeutics, Inc.?
Yes, the filing explicitly lists 'Changes in Control of Registrant' as an item of disclosure.
What executive or director changes are reported in this 8-K filing?
The filing includes information on the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', indicating changes in leadership and compensation.
Filing Stats: 2,090 words · 8 min read · ~7 pages · Grade level 12.5 · Accepted 2025-08-19 09:54:02
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CRGX The Nasdaq Stock Mar
- $4.379 — are (the "Shares"), in exchange for (i) $4.379 in cash per Share (the "Cash Amount");
Filing Documents
- d58314d8k.htm (8-K) — 41KB
- d58314dex31.htm (EX-3.1) — 25KB
- d58314dex32.htm (EX-3.2) — 84KB
- 0001193125-25-183141.txt ( ) — 306KB
- crgx-20250818.xsd (EX-101.SCH) — 3KB
- crgx-20250818_lab.xml (EX-101.LAB) — 19KB
- crgx-20250818_pre.xml (EX-101.PRE) — 12KB
- d58314d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as of July 7, 2025, by and among CARGO Therapeutics, Inc. Concentra Biosciences, LLC and Concentra Merger Sub VII, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K, filed on July 8, 2025). 2.2* Contingent Value Rights Agreement, dated August 19, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc., Equiniti Trust Company, LLC and Fortis Advisors LLC (incorporated herein by reference to Exhibit (d)(6) the Schedule TO-T/A filed by Concentra Biosciences, LLC on August 19, 2025). 3.1 Amended and Restated Certificate of Incorporation of CARGO Therapeutics, Inc. 3.2 Amended and Restated Bylaws of CARGO Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.
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. CARGO Therapeutics, Inc. By: /s/ Anup Radhakrishnan Name: Anup Radhakrishnan Title: Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer Dated: August 19, 2025