8-K
filed March 2, 2023, 6:59 PM ET
ticker CARM
CIK 0001485003
M&A
confidence high
sentiment positive
materiality 0.90
Sesen Bio stockholders approve merger with Carisma; declares $75M special dividend
Carisma Therapeutics Inc.
- Over 88% of votes cast approved the merger with Carisma Therapeutics; merger expected to close March 7, 2023.
- Board declared a one-time special cash dividend of $75M ($0.361 per share) payable by March 10, 2023 to record holders on March 7.
- Reverse stock split of 1-for-20 approved; effective after trading hours on March 7, 2023; post-split shares trade as CARM on March 8.
- Stockholders will receive one Contingent Value Right per share for potential proceeds from Vicineum sale or Roche milestone.
- Sesen Bio expects to close merger with approximately $150M cash; $75M returned to stockholders via dividend.
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
Carisma Therapeutics Inc.: Sesen Bio (now Carisma Therapeutics) filed a Stock Split Amendment with the Delaware Secretary of State to effect a 1-for-20 reverse stock split and reduce authorized shares to 100,000,000 (effective 2023-03-02).
- Change
- charter amendment
- Effective
- 2023-03-02
Exact text from the filing
On March 2, 2023, Sesen Bio filed the Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and Authorized Share Reduction, effective as of 5:01 p.m. on March 7, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Carisma Therapeutics Inc. shareholders approved Approve amendment to 2014 Employee Stock Purchase Plan to increase shares reserved.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
The proposal to approve an amendment to the Sesen Bio 2014 Employee Stock Purchase Plan, as amended, to increase the number of shares of Sesen Bio common stock reserved for issuance under the 2014 Employee Stock Purchase Plan was approved based on the following number of votes: Votes For Votes Against Abstentions Broker Non-Votes 76,273,769 22,529,500 759,726 35,515,735.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Carisma Therapeutics Inc. shareholders approved Approve amendment and restatement of 2014 Stock Incentive Plan to increase shares reserved and extend term.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
The proposal to approve an amendment and restatement of the Sesen Bio 2014 Stock Incentive Plan, as amended, to, among other things, (a) increase the number of shares of Sesen Bio common stock reserved for issuance under the 2014 Stock Incentive Plan and (b) extend the term of the 2014 Stock Incentive Plan to the tenth anniversary of the closing of the Merger was approved based on the following number of votes: Votes For Votes Against Abstentions Broker Non-Votes 76,183,217 22,674,025 705,753 35,515,735
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Carisma Therapeutics Inc. shareholders approved Approve amendment to certificate of incorporation to effect a 1-for-20 reverse stock split and reduce authorized shares to 100,000,000.
- Proposal
- reverse split
- Outcome
- passed
Exact text from the filing
The proposal to approve an amendment to the restated certificate of incorporation of Sesen Bio, as amended, to (a) effect a reverse stock split of the issued and outstanding shares of Sesen Bio common stock, at a ratio of 1-for-20, and (b) reduce the number of authorized shares of Sesen Bio common stock to 100,000,000 was approved based on the following number of votes: Votes For Votes Against Abstentions Broker Non-Votes 116,038,167 18,445,657 594,906 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Carisma Therapeutics Inc. shareholders approved Approve issuance of shares and change of control in connection with merger.
- Proposal
- merger approval
- Outcome
- passed
Exact text from the filing
The proposal to approve, for purposes of Nasdaq Listing Rule 5635(a) and (b), the issuance of shares of Sesen Bio common stock to stockholders of Carisma pursuant to the terms of the Merger Agreement, and the change of control of Sesen Bio resulting from the Merger was approved based on the following number of votes: Votes For Votes Against Abstentions Broker Non-Votes 87,388,384 11,764,536 410,075 35,515,735
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Carisma Therapeutics Inc. shareholders approved Approve adjournment of Special Meeting if necessary to solicit additional proxies.
- Outcome
- passed
Exact text from the filing
The proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 and 2 was approved based on the following number of votes: Votes For Votes Against Abstentions Broker Non-Votes 114,491,439 19,667,640 919,651 0
View on SEC.gov
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