{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-091064","form_type":"8-K","ticker":"CARM","cik":"0001485003","company_name":"Carisma Therapeutics Inc.","filed_at":"2025-09-18T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.090647+00:00","generated_at":"2026-05-17T06:14:22.604522+00:00","sec_items":["1.01","1.02","8.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Carisma terminates merger with OrthoCellix, receives $4M from Moderna, expects wind-down","bullets":["Moderna pays $4M one-time to eliminate all future milestones, royalties, and research costs under the 2022 collaboration; licenses become fully paid-up and perpetual.","Merger with OrthoCellix/Ocugen terminated after OrthoCellix failed to secure $25M concurrent financing by Sept 15, 2025.","Carisma is owed $750K termination fee and $500K expense reimbursement from OrthoCellix; OrthoCellix has not confirmed payment; Carisma intends to enforce.","No meaningful cash expected for stockholders; company plans orderly wind-down or possible bankruptcy/liquidation absent a strategic transaction.","Nasdaq delisting risk by Oct 7, 2025; the Hearings Panel could delist earlier given the merger was central to compliance plan."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-091064","json":"https://secwatch.observer/filing/0001104659-25-091064.json","markdown":"https://secwatch.observer/filing/0001104659-25-091064.md","text":"https://secwatch.observer/filing/0001104659-25-091064.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1485003/000110465925091064/0001104659-25-091064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1485003/000110465925091064/tm2526076d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:14:22.604522+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":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}