--- 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" generated_at: "2026-06-18T08:24:15.359571+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Carisma Therapeutics completes reverse merger with Sesen Bio; begins trading as CARM ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - 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 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-029687 - JSON: https://secwatch.observer/filing/0001104659-23-029687.json - Plain text: https://secwatch.observer/filing/0001104659-23-029687.txt ## Key facts - Auditor Changes Carisma Therapeutics Inc. engaged KPMG LLP as its auditor. - Action: engagement - Auditor: KPMG LLP source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Auditor Changes Carisma Therapeutics Inc. dismissed Ernst & Young LLP as its auditor. - Action: dismissal - Auditor: Ernst & Young LLP - Successor: KPMG LLP source text: dismissed Ernst & Young LLP as its independent registered public accounting firm, effective as of the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Björn Odlander was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Jay S. Duker resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Peter K Honig resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Chidozie Ugwumba was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Michael A.S. Jewett resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Thomas R. Cannell resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Carrie L. Bourdow resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Sanford Zweifach was appointed as Chair of the Board at Carisma Therapeutics Inc.. - Action: appointed - Role: Chair of the Board source text: Sanford Zweifach was appointed as the Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Briggs Morrison was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Michael Torok was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Jason A. Keyes resigned as Director at Carisma Therapeutics Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Steven Kelly was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Executive change Regina Hodits was appointed as Director at Carisma Therapeutics Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Governance Changes Carisma Therapeutics Inc.: Adopted a new code of business conduct and ethics, superseding the prior code. - Change: code of ethics source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - Governance Changes Carisma Therapeutics Inc.: Amended and restated By-Laws to update company name, reflect DGCL changes, and enhance advance notice procedures. - Change: bylaw amendment source text: By-Laws Effective as of immediately after the effective time of the Merger, the Company amended and restated its Amended and Restated By-Laws evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1485003/000110465923029687/0001104659-23-029687-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.