CARGO Therapeutics, Inc.: M&A transaction — CARGO Therapeutics acquired by Concentra for $4.379/share plus CVR; delisting underway

CARGO Therapeutics, Inc.

Tender offer closed Aug 18 with 71.48% of shares tendered; merger completed Aug 19 under DGCL Section 251(h).
Shareholders receive $4.379 cash per share plus one nontransferable CVR per share under CVR Agreement dated Aug 19, 2025.
All stock options and RSUs accelerated; in-the-money options and RSUs cashed out with CVRs, out-of-money options cancelled for no consideration.
Board resigned; Kevin Tang appointed sole director and CEO, Michael Hearne CFO, Ryan Cole COO, Stew Kroll CDO, Thomas Wei CBO.
Shares to be delisted from Nasdaq and deregistered under Sections 12(b) and 12(g) of the Exchange Act.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

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.: Certificate of incorporation amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

CARGO Therapeutics, Inc.: Bylaws amended and restated in connection with merger.

Change: bylaw amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CARGO Therapeutics, Inc. underwent a change of control involving Concentra Biosciences, LLC for $4.379 in cash per Share plus one non-transferable contingent value right per Share (closed 2025-08-18).

Action: change of control
Counterparty: Concentra Biosciences, LLC
Consideration: $4.379 in cash per Share plus one non-transferable contingent value right per Share
Closing: 2025-08-18

Exact text from the filing

completed a tender offer to purchase all of the Company’s outstanding shares (the “Shares”) of common stock, par value $0.001 per share (the “Shares”), in exchange for (i) $4.379 in cash per Share (the “Cash Amount”); plus (ii) one non-transferable contingent value right per Share (each, a “CVR” and each CVR together with the Cash Amount, the “Offer

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Source: SEC EDGAR

accession 0001193125-25-183141

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