Carisma Therapeutics Inc. shareholders approved Approve issuance of shares and change of control in connection with merger.
“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”
Earnings Releases
Carisma Therapeutics Inc. reported financial results for the fourth quarter and full year ended December 31, 2022.
“Sesen Bio (Nasdaq: SESN) today reported operating results for the fourth quarter and full year ended December 31, 2022, and provided a business update.”
Material Agreements
Carisma Therapeutics Inc. amended Second Amendment to the Merger Agreement with Sesen Bio, Inc., Seahawk Merger Sub, Inc., and CARISMA Therapeutics Inc. (effective 2023-02-13).
“On February 13, 2023, Sesen Bio, Merger Sub and Carisma entered into the Second Amendment to the Merger Agreement (the “Second Amendment”).”
Listing & Compliance Notices
Carisma Therapeutics Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“January 25, 2023 notification to the Company by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), the Company’s common stock, par value $0.001 (the “Common Stock”), will be delisted from Nasdaq unless the Company requests a hearing before a Nasdaq Hearings Panel (the “Panel”). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated he”
Material Agreements
Carisma Therapeutics Inc. amended First Amendment to the Merger Agreement with Sesen Bio, Inc., Seahawk Merger Sub, Inc., and CARISMA Therapeutics Inc. (effective 2022-12-29).
“On December 29, 2022, Sesen Bio, Merger Sub and Carisma entered into the First Amendment to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement to, among other things, (i) reduce the minimum net cash of Sesen Bio required at the closing of the Merger from $100 million to $75 million, and (ii) increase the one-time special cash dividend to be paid to Sesen Bio stockholders from up to $25 million to the amount of cash available after Sesen Bio meets the $75 million net cash minimum.”
Material Agreements
Carisma Therapeutics Inc. terminated Exclusive License Agreement with Qilu Pharmaceutical Co., Ltd. valued at $1,400,000 (effective 2022-12-23).
“On December 23, 2022, Sesen Bio, Inc. (“Sesen”) and Viventia Bio, Inc., a wholly-owned subsidiary of Sesen (“Viventia,” and together with Sesen, the “Company”), terminated the Exclusive License Agreement (the “License Agreement”) dated July 30, 2020 by and between Sesen, Viventia, and Qilu Pharmaceutical Co., Ltd. (“Qilu”), as well as other related agreements between the Company and Qilu”
Earnings Releases
Carisma Therapeutics Inc. reported the third quarter ended September 30, 2022 results: revenue $40.0 million.
“30, 2022, compared to cash and cash equivalents of $162.6 million as of December 31, 2021. • Total Revenue: Total revenue for the three months ended September 30, 2022 was $40.0 million, which was due to the execution of the Roche Asset Purchase Agreement. • R&D Expenses: Research and development expenses were $2.9 million for the three months ended September”
Jane Pritchett Henderson resigned as Director at Carisma Therapeutics Inc..
“Jane Pritchett Henderson resigned from the Company’s Board of Directors (the “Board”) effective November 22, 2021”
Michael A.S. Jewett, M.D. was elected as Director at Carisma Therapeutics Inc..
“elected Peter K Honig, M.D. and Michael A.S. Jewett, M.D. to the Board”
Peter K Honig, M.D. was elected as Director at Carisma Therapeutics Inc..
“elected Peter K Honig, M.D. and Michael A.S. Jewett, M.D. to the Board”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.