{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-029687","form_type":"8-K","ticker":"CARM","cik":"0001485003","company_name":"Carisma Therapeutics Inc.","filed_at":"2023-03-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.196245+00:00","generated_at":"2026-06-18T08:24:15.359571+00:00","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.05","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Carisma Therapeutics completes reverse merger with Sesen Bio; begins trading as CARM","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-029687","json":"https://secwatch.observer/filing/0001104659-23-029687.json","markdown":"https://secwatch.observer/filing/0001104659-23-029687.md","text":"https://secwatch.observer/filing/0001104659-23-029687.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/tm238578d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T08:24:15.359571+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"601d6a138d051de525108d9276655c98d05a0741","claim":"Carisma Therapeutics Inc. engaged KPMG LLP as its auditor.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"KPMG LLP"}],"fact_type":"auditor_change"},{"claim_id":"ca31ba15e0cc595d2c4c9bba1278002cb8b7ba41","claim":"Carisma Therapeutics Inc. dismissed Ernst & Young LLP as its auditor.","evidence_excerpt":"dismissed Ernst & Young LLP as its independent registered public accounting firm, effective as of the effective time of the Merger.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"dismissal"},{"label":"Auditor","value":"Ernst & Young LLP"},{"label":"Successor","value":"KPMG LLP"}],"fact_type":"auditor_change"},{"claim_id":"01ba1d1f24","claim":"Björn Odlander was appointed as Director at Carisma Therapeutics Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"28d9ea9c86","claim":"Jay S. 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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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"704349dda5","claim":"Chidozie Ugwumba was appointed as Director at Carisma Therapeutics Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"78bb1b00e0","claim":"Michael A.S. 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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. 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