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