CARGO Therapeutics prices IPO of 18.75M shares at $15; raises ~$281.3M

CARGO Therapeutics, Inc.

IPO closed at $15.00 per share, selling 18,750,000 shares, gross proceeds approx. $281.3 million.
Underwriters have 30-day option to purchase up to 2,812,500 additional shares at IPO price less discount.
Amended charter authorizes 500M common shares and 50M undesignated preferred; creates classified board.
Stockholders lose right to call special meetings or act by written consent; two-thirds vote required for director removal and bylaw amendments.
Exclusive forum provisions designate Delaware Chancery Court for derivative/breach of duty claims and federal courts for Securities Act claims.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CARGO Therapeutics, Inc.: Amended and restated bylaws became effective in connection with the closing of the IPO, including provisions on advance notice of nominations, board authority to alter bylaws without stockholder approval, and elimination of stockholder right to call special meetings or act by written consent (effective 2023-11-14).

Change: bylaw amendment
Effective: 2023-11-14

Exact text from the filing

On November 14, 2023, CARGO Therapeutics, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on November 14, 2023, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CARGO Therapeutics, Inc.: Amended and restated certificate of incorporation became effective in connection with the closing of the IPO, including provisions on authorized stock, classified board, exclusive forum, and director removal and bylaw amendment thresholds (effective 2023-11-14).

Change: charter amendment
Effective: 2023-11-14

Exact text from the filing

On November 14, 2023, CARGO Therapeutics, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”), filed with the Secretary of State of the State of Delaware on November 14, 2023, and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-23-277142

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