Carisma Therapeutics Inc. — fact timeline

Carisma Therapeutics Inc. received a nasdaq delisting notice notice regarding other.

“October 9, 2025, Carisma Therapeutics Inc. (the “Company”) received a delisting determination letter (the “Determination Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter indicated that, as a result of the Company’s previously disclosed noncompliance with the Nasdaq Listing Rules, the Company’s common stock will be suspended from trading on Nasdaq effective at the open of business on October 13, 2025. The Determination Letter also indicated that, after applicable appeal periods have lapsed, Nasdaq intends to file a Form 25 with the Securities and Exchange Commissio”

Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“January 6, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5450(a)(1), which requires the Company to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule” together with the MVLS Rule and the MVPHS Rule, the “Price-based Rules”) for continued listing on The Nasdaq Global Market. In accordance with the Grace Period Rule Nasdaq granted the Company 180 calendar days, through July 7, 2025, to regain compliance with the Bid Price Rule. To evidence compliance with the Price-based Rules, an issuer must evidence compliance with the applicable minimum th”

Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C)).

“g is held and any extension that the Panel may grant to the Company following the hearing has expired. There can be no assurance that the Panel will grant the Company’s request for continued listing. Also on April 10, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a minimum market value of publicly held shares (“MVPHS”) of $15.0 million (the “MVPHS Rule”) for continued listing on The Nasdaq Global Market. In accordance with the Grace Period Rule, Nasdaq provided the Company 180 calendar days, or until Octo”

Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).

“g is held and any extension that the Panel may grant to the Company following the hearing has expired. There can be no assurance that the Panel will grant the Company’s request for continued listing. Also on April 10, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a minimum market value of publicly held shares (“MVPHS”) of $15.0 million (the “MVPHS Rule”) for continued listing on The Nasdaq Global Market. In accordance with the Grace Period Rule, Nasdaq provided the Company 180 calendar days, or until Octo”

Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“January 6, 2025, Carisma Therapeutics Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of its common stock for the last 38 consecutive business days, the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”), which requires the Company to maintain a minimum bid price of $1.00 per share. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or t”

Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“January 6, 2025, Carisma Therapeutics Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upo”

Carisma Therapeutics Inc. announced a restructuring with charges of approximately $2.7 million (23 full-time employees (representing approximately 34% of the Company’s total workforce)).

“workforce), including certain employees engaged in research and development, manufacturing, finance and corporate activities. The Company expects to incur approximately $2.7 million in connection with the reduction in workforce, which primarily represents one-time employee termination benefits directly associated with the workforce reduction. The Company”

Sohanya Cheng was elected as Director at Carisma Therapeutics Inc..

“On October 30, 2024, the Board elected Sohanya Cheng as a director of the Company, effective October 31, 2024.”

Michael Torok resigned as Director at Carisma Therapeutics Inc..

“On October 24, 2024, Michael Torok notified Carisma Therapeutics Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective October 31, 2024.”

Carisma Therapeutics Inc. announced a restructuring with charges of $4.0 million.

“the Company will incur a termination fee equal to $4.0 million (the “Termination Fee”), which is expected to be paid in the third quarter of 2024”

David Scadden was elected as Director at Carisma Therapeutics Inc..

“On June 26, 2024, the board of directors elected Marella Thorell and David Scadden, M.D. as directors of the Company, effective June 30, 2024.”

Marella Thorell was elected as Director at Carisma Therapeutics Inc..

“On June 26, 2024, the board of directors elected Marella Thorell and David Scadden, M.D. as directors of the Company, effective June 30, 2024.”

Björn Odlander resigned as Director at Carisma Therapeutics Inc..

“On June 26, 2024, each of Regina Hodits, Ph.D. and Björn Odlander, M.D., Ph.D. notified Carisma Therapeutics Inc. (the “Company”) of their respective decisions to resign from the Company’s board of directors, effective June 30, 2024.”

Regina Hodits resigned as Director at Carisma Therapeutics Inc..

“On June 26, 2024, each of Regina Hodits, Ph.D. and Björn Odlander, M.D., Ph.D. notified Carisma Therapeutics Inc. (the “Company”) of their respective decisions to resign from the Company’s board of directors, effective June 30, 2024.”

Carisma Therapeutics Inc. reported financial results for the quarter ended March 31, 2024.

“On May 9, 2024, Carisma Therapeutics Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2024.”

Carisma Therapeutics Inc. reported financial results for fourth quarter and full year ended December 31, 2023.

“On April 1, 2024, Carisma Therapeutics Inc. (the “Company”) announced its financial results for the quarter and year ended December 31, 2023.”

Carisma Therapeutics Inc. reported the quarter ended September 30, 2023 results: net income Net loss was $21.4 million for the third quarter of 2023, compared to net loss of $18.3 million for the same period in 2.

“Carisma Therapeutics Inc. (the "Company") announced its financial results for the quarter ended September 30, 2023.”

Carisma Therapeutics Inc. reported the quarter ended June 30, 2023 results: net income Net loss was $19.9 million for the second quarter of 2023.

“Carisma Therapeutics Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2023.”

Carisma Therapeutics Inc.: Increased authorized shares of common stock from 100,000,000 to 350,000,000 (effective 2023-06-06).

“At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 100,000,000 to 350,000,000”

Carisma Therapeutics Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-12-31 meeting.

“5. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. Votes For: 30,887,544 Votes Against: 63,433 Votes Abstaining: 86,965 Broker Non-Votes: —”

Carisma Therapeutics Inc. shareholders approved Amendment and restatement of Amended and Restated 2014 Stock Incentive Plan.

“4. An amendment and restatement of the Company’s Amended and Restated 2014 Stock Incentive Plan was approved. Votes For: 27,113,070 Votes Against: 1,074,066 Votes Abstaining: 34,907 Broker Non-Votes: 2,815,899”

Carisma Therapeutics Inc. shareholders approved Amendment to Restated Certificate of Incorporation to increase authorized common stock from 100,000,000 to 350,000,000.

“3. An amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 350,000,000 was approved. Votes For: 29,380,660 Votes Against: 1,591,560 Votes Abstaining: 65,722 Broker Non-Votes: —”

Carisma Therapeutics Inc. shareholders approved Non-binding advisory proposal on compensation of named executive officers.

“2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. Votes For: 27,924,030 Votes Against: 264,478 Votes Abstaining: 33,535 Broker Non-Votes: 2,815,899”

Carisma Therapeutics Inc. shareholders approved Election of Class III directors.

“1. The following nominees were elected to the Company’s Board of Directors (the “Board”) as Class III directors for terms expiring at the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Votes For Votes Withheld Broker Non-Votes Regina Hodits, Ph.D. 25,650,857 2,571,186 2,815,899 Björn Odlander, M.D., Ph.D 27,821,576 400,467 2,815,899”

Carisma Therapeutics Inc. reported first quarter ended March 31, 2023 results: net income Net loss was $24.6 million for the first quarter of 2023.

“Net loss was $24.6 million for the first quarter of 2023, compared to net loss of $11.3 million for the same period in 2022, primarily due to increased research and development expenses, which was partially offset by Moderna collaboration revenue.”

Carisma Therapeutics Inc. entered into Amended and Restated Open Market Sale Agreement with Jefferies LLC valued at up to $100.0 million (effective 2023-05-12).

“On May 12, 2023, Carisma Therapeutics Inc. (the “ Company ”), entered into an Amended and Restated Open Market Sale Agreement SM (the “ A&R Sale Agreement ”) with Jefferies LLC, as sales agent (“ Jefferies ”), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share (the “ Shares ”), from time to time through Jefferies. The Company has also filed a prospectus supplement (the “ Prospectus Supplement ”) under the Company’s universal shelf registration statement on Form S-3 (File No. 333-271295) that was originally filed with the Securities and Exchange Commission (the “ SEC ”) on April 17, 2023 and declared effective by the SEC on May 2, 2023 (the “ Registration Statement ”). Pursuant to the Prospectus Supplement, the Company may offer and sell Shares having an aggregate offering price of up to $100.0 million.”

Carisma Therapeutics Inc. reported the year ended December 31, 2022 results: revenue $ 9,834, net income $ (61,226 ), EPS $ (54.65 ).

“INC. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Year Ended December 31, 2022 2021 Collaboration revenues $ 9,834 $ — Operating expenses: Research and development 56,618 34,387 General and administrative 9,378 6,407 Total operating expenses 65,996 40,794 Operating loss (56,162 ) (40,794 )”

Carisma Therapeutics Inc.: Adopted a new code of business conduct and ethics, superseding the prior code.

“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.”

Carisma Therapeutics Inc.: Amended and restated By-Laws to update company name, reflect DGCL changes, and enhance advance notice procedures.

“By-Laws Effective as of immediately after the effective time of the Merger, the Company amended and restated its Amended and Restated By-Laws”

Carisma Therapeutics Inc. underwent a change of control involving Carisma Therapeutics Inc. (formerly CARISMA Therapeutics Inc.) (closed 2023-03-07).

“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”

Carisma Therapeutics Inc. engaged KPMG LLP as its auditor.

“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.”

Carisma Therapeutics Inc. dismissed Ernst & Young LLP as its auditor.

“dismissed Ernst & Young LLP as its independent registered public accounting firm, effective as of the effective time of the Merger.”

Michael Torok was appointed as Director at Carisma Therapeutics Inc..

“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.”

Sanford Zweifach was appointed as Chair of the Board at Carisma Therapeutics Inc..

“Sanford Zweifach was appointed as the Chair of the Board.”

Chidozie Ugwumba was appointed as Director at Carisma Therapeutics Inc..

“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.”

Björn Odlander was appointed as Director at Carisma Therapeutics Inc..

“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.”

Briggs Morrison was appointed as Director at Carisma Therapeutics Inc..

“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.”

Regina Hodits was appointed as Director at Carisma Therapeutics Inc..

“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.”

Steven Kelly was appointed as Director at Carisma Therapeutics Inc..

“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.”

Carrie L. Bourdow resigned as Director at Carisma Therapeutics Inc..

“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.”

Jason A. Keyes resigned as Director at Carisma Therapeutics Inc..

“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.”

Michael A.S. Jewett resigned as Director at Carisma Therapeutics Inc..

“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.”

Peter K Honig resigned as Director at Carisma Therapeutics Inc..

“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.”

Jay S. Duker resigned as Director at Carisma Therapeutics Inc..

“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.”

Thomas R. Cannell resigned as Director at Carisma Therapeutics Inc..

“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.”

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).

“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.”

Carisma Therapeutics Inc. shareholders approved Approve adjournment of Special Meeting if necessary to solicit additional proxies.

“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”

Carisma Therapeutics Inc. shareholders approved Approve amendment to 2014 Employee Stock Purchase Plan to increase shares reserved.

“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”

Carisma Therapeutics Inc. shareholders approved Approve amendment and restatement of 2014 Stock Incentive Plan to increase shares reserved and extend term.

“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”

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.

“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”