0001104659-23-030753.txt : 20230309 0001104659-23-030753.hdr.sgml : 20230309 20230309213244 ACCESSION NUMBER: 0001104659-23-030753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230307 FILED AS OF DATE: 20230309 DATE AS OF CHANGE: 20230309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Steven CENTRAL INDEX KEY: 0001339478 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36296 FILM NUMBER: 23721454 MAIL ADDRESS: STREET 1: C/O INNOVIVE PHARMACEUTICALS, INC. STREET 2: 555 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Carisma Therapeutics Inc. CENTRAL INDEX KEY: 0001485003 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262025616 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3675 MARKET STREET STREET 2: SUITE 200 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 2674916422 MAIL ADDRESS: STREET 1: 3675 MARKET STREET STREET 2: SUITE 200 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: Sesen Bio, Inc. DATE OF NAME CHANGE: 20180516 FORMER COMPANY: FORMER CONFORMED NAME: Eleven Biotherapeutics, Inc. DATE OF NAME CHANGE: 20100223 4 1 tm238905-10_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-03-07 0 0001485003 Carisma Therapeutics Inc. CARM 0001339478 Kelly Steven 3675 MARKET STREET, SUITE 200 PHILADELPHIA PA 19104 1 1 0 0 President and CEO Stock Option (Right to Buy) 0.63 2023-03-07 4 A 0 625797 A 2028-09-18 Common Stock 625797 625797 D Stock Option (Right to Buy) 1.46 2023-03-07 4 A 0 415968 A 2031-03-31 Common Stock 415968 415968 D In connection with the merger of Sesen Bio, Inc. ("Sesen Bio") and private company CARISMA Therapeutics Inc. ("Carisma"), pursuant to the Agreement and Plan of Merger and Reorganization dated as of September 20, 2022, as amended by the First Amendment thereto dated as of December 29, 2022 and the Second Amendment thereto dated as of February 13, 2023 (as amended, the "Merger Agreement"), which closed on March 7, 2023 (the "Closing"), (i) each share of Carisma common stock was converted into the right to receive 1.8994 shares of Sesen Bio common stock (the "Exchange Ratio") and (ii) each outstanding and unexercised option to purchase shares of Carisma common stock converted into an option to purchase shares of Sesen Bio common stock, with necessary adjustments to reflect the Exchange Ratio but otherwise the same terms and conditions. The Exchange Ratio gives effect to the 1-for-20 reverse stock split of Sesen Bio's common stock. On the Closing date, the closing price of Sesen Bio common stock was $0.6288 (unadjusted). Upon Closing, Sesen Bio was renamed "Carisma Therapeutics Inc." This option is fully vested. The shares underlying this option vest over four years, with 25% of the shares vested on April 1, 2022 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service. /s/ Richard Morris, as Attorney-in-Fact for Steven Kelly 2023-03-09