8-K
filed March 8, 2023, 6:59 PM ET
ticker CARM
CIK 0001485003
M&A
confidence high
sentiment neutral
materiality 0.85
Carisma Therapeutics Inc. (CARM): auditor change — Carisma Therapeutics completes reverse merger with Sesen Bio; begins trading as CARM
Carisma Therapeutics Inc.
- Merger closed March 7, 2023; Sesen Bio renamed Carisma Therapeutics; ticker changes from SESN to CARM on Nasdaq.
- Pre-closing financing of ~$30.6M from Carisma investors purchased 1,964,101 shares; $35M convertible note converted.
- Post-merger ~40.25M shares outstanding; exchange ratio allocated ownership between legacy Sesen and Carisma holders.
- CVRs issued to pre-merger Sesen stockholders for potential payments from Roche milestone or asset sales.
- Auditor changed: Ernst & Young dismissed; KPMG engaged as new independent auditor for FY2023.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Carisma Therapeutics Inc. engaged KPMG LLP as its auditor.
- Action
- engagement
- Auditor
- KPMG LLP
Exact text from the filing
On March 7, 2023, the Audit Committee approved the engagement of KPMG LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Carisma Therapeutics Inc. dismissed Ernst & Young LLP as its auditor.
- Action
- dismissal
- Auditor
- Ernst & Young LLP
- Successor
- KPMG LLP
Exact text from the filing
dismissed Ernst & Young LLP as its independent registered public accounting firm, effective as of the effective time of the Merger.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Björn Odlander was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay S. Duker resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter K Honig resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chidozie Ugwumba was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael A.S. Jewett resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas R. Cannell resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carrie L. Bourdow resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sanford Zweifach was appointed as Chair of the Board at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
Sanford Zweifach was appointed as the Chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Briggs Morrison was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Torok was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason A. Keyes resigned as Director at Carisma Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas R. Cannell, Jay S. Duker, M.D., Peter K Honig, M.D., Michael A.S. Jewett, M.D., Jason A. Keyes and Carrie L. Bourdow resigned from the Board and committees of the Board on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Kelly was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Regina Hodits was appointed as Director at Carisma Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was increased to seven members and the Board and its committees were reconstituted, consisting of six directors designated by Carisma, who are Steven Kelly, Regina Hodits, Ph.D., Briggs Morrison, M.D., Björn Odlander, M.D., Ph.D., Chidozie Ugwumba and Sanford Zweifach, and one director designated by the Company, who is Michael Torok.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Carisma Therapeutics Inc.: Adopted a new code of business conduct and ethics, superseding the prior code.
- Change
- code of ethics
Exact text from the filing
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. In connection with the Merger, the Board adopted a new code of business conduct and ethics (the “ Code of Conduct ”) effective as of the effective time of the Merger.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Carisma Therapeutics Inc.: Amended and restated By-Laws to update company name, reflect DGCL changes, and enhance advance notice procedures.
- Change
- bylaw amendment
Exact text from the filing
By-Laws Effective as of immediately after the effective time of the Merger, the Company amended and restated its Amended and Restated By-Laws
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Carisma Therapeutics Inc. underwent a change of control involving Carisma Therapeutics Inc. (formerly CARISMA Therapeutics Inc.) (closed 2023-03-07).
- Action
- change of control
- Counterparty
- Carisma Therapeutics Inc. (formerly CARISMA Therapeutics Inc.)
- Closing
- 2023-03-07
Exact text from the filing
On March 7, 2023, Carisma Therapeutics Inc. (formerly Sesen Bio, Inc.) (the " Company ") completed its business combination in accordance with the terms of the Agreement and Plan of Merger and Reorganization
View on SEC.gov
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