0001104659-23-030748.txt : 20230309
0001104659-23-030748.hdr.sgml : 20230309
20230309212503
ACCESSION NUMBER: 0001104659-23-030748
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: Torok Michael
CENTRAL INDEX KEY: 0001967237
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36296
FILM NUMBER: 23721446
MAIL ADDRESS:
STREET 1: C/O CARISMA THERAPEUTICS INC.
STREET 2: 3675 MARKET STREET, SUITE 200
CITY: PHILADELPHIA
STATE: PA
ZIP: 19104
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
tm238905-7_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-07
0
0001485003
Carisma Therapeutics Inc.
CARM
0001967237
Torok Michael
3675 MARKET STREET,
SUITE 200
PHILADELPHIA
PA
19104
1
0
0
0
Common Stock
2023-03-07
4
A
0
51250
A
51250
D
Common Stock
2023-03-07
4
A
0
319991
A
319991
I
see footenote
Common Stock
2023-03-07
4
A
0
50000
A
50000
I
see footenote
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."
These shares are held of record by JEC II Associates, LLC. The Reporting Person is the Manager of JEC II Associates, LLC and has sole voting and dispositive power over the shares. The Reporting Person disclaims beneficial ownership of all shares held by JEC II Associates, LLC except to the extent of his pecuniary interest therein, if any.
These securities are held of record by the K. Peter Heiland 2008 Irrevocable Trust. The Reporting Person is the Trustee of the K. Peter Heiland 2008 Irrevocable Trust and has sole voting and dispositive power over the shares. The Reporting Person disclaims beneficial ownership of all shares held by the K. Peter Heiland 2008 Irrevocable Trust except to the extent of his pecuniary interest therein, if any.
/s/ Richard Morris, as Attorney-in-Fact for Michael Torok
2023-03-09