8-K: Carisma Therapeutics Delists, Begins Wind-Down

Carisma Therapeutics Inc. announced its voluntary delisting from Nasdaq, executive and board changes, and plans to terminate SEC reporting obligations as it proceeds with wind-down activities.

Summary

• Carisma Therapeutics Inc. (CARM) is voluntarily delisting its common stock from The Nasdaq Stock Market LLC, effective approximately 10 days after a Form 25 filing around December 10, 2025.
• The company's stock was previously suspended from Nasdaq on October 13, 2025, due to noncompliance with listing rules and is currently quoted on the OTCID market.
• Following delisting, the company intends to file a Form 15 to suspend and ultimately terminate its reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
• Natalie McAndrew resigned as Vice President of Finance, Treasurer, and Secretary, effective December 31, 2025.
• Steven Kelly was appointed interim Chief Executive Officer on a consulting basis, effective December 4, 2025, compensated at $350 per hour until December 31, 2025.
• Craig R. Jalbert was appointed CEO, President, Treasurer, Secretary, and a Director, effective January 1, 2026, to oversee remaining wind-down activities, with an annual compensation of $50,000.
• Directors Sohanya Cheng, Marella Thorell, and Sanford Zweifach resigned from the Board, effective December 31, 2025.

Sentiment

Score: 1

Explanation: The filing details a company in the process of winding down, delisting from a major exchange, and terminating its public reporting obligations. This represents a highly negative event for shareholders and indicates the cessation of the company's operational life.

Negatives

• Voluntary delisting from Nasdaq, following an earlier suspension due to noncompliance, indicates a failure to meet listing standards.
• Plans to terminate SEC reporting obligations will significantly reduce transparency and liquidity for investors.
• Significant executive and board turnover, with new appointments focused on managing wind-down activities, signals the cessation of primary operations.
• The company is explicitly undertaking 'wind-down activities,' which implies the eventual cessation of its business.
• The common stock is currently quoted on the less liquid OTCID market tier.

Risks

• Ability to preserve existing cash resources during the wind-down process.
• Ability to continue as a going concern.
• Ability to execute a planned orderly wind down.
• Risks associated with the delisting and deregistration of the common stock.

Future Outlook

The company explicitly states its intention to pursue wind-down activities, formally delist its common stock from Nasdaq, and subsequently deregister its common stock by terminating its reporting obligations under the Securities Exchange Act of 1934. This indicates a planned cessation of public operations and a winding down of the business.

Industry Context

This announcement reflects a company-specific event of corporate wind-down and delisting, rather than a broader industry trend. It highlights the challenges faced by companies unable to meet listing requirements or sustain operations, leading to a strategic decision to cease public trading and reporting.

Management Changes

Corporate Governance

Related Party Transactions

• Consulting Agreement with Steven Kelly for interim CEO services at $350 per hour until December 31, 2025.
• Letter agreement with Verdolino & Lowey, P.C. for Craig R. Jalbert's services as CEO, President, Treasurer, Secretary, and Director, with compensation of $50,000 per year. Mr. Jalbert is a principal of Verdolino & Lowey, P.C.

Stakeholder Impact

• Shareholders: Significant negative impact due to delisting from Nasdaq, transfer to a less liquid OTCID market, and eventual termination of SEC reporting, leading to reduced transparency and liquidity. The company's wind-down activities imply a potential loss of investment value.
• Employees: Implied job losses as the company undertakes 'wind-down activities,' with executive appointments focused on managing this process.
• Creditors: Potential impact on ability to recover debts depending on the outcome of the wind-down and asset liquidation.

Next Steps

• File Form 25 with the SEC on or about December 10, 2025, to effect formal delisting from Nasdaq.
• Formal delisting of common stock to become effective approximately 10 days after Form 25 filing.
• File Form 15 with the SEC to suspend and ultimately terminate reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
• Continue with remaining wind-down activities.

Key Dates

Recommendation

The filing clearly indicates that Carisma Therapeutics Inc. is undergoing a complete wind-down of its operations, including voluntary delisting from Nasdaq and plans to terminate all SEC reporting obligations. This signifies the end of the company as a publicly traded entity and likely the cessation of its business. Investors should consider liquidating any remaining holdings as the company transitions to a non-reporting, non-operating entity, which will result in a significant loss of liquidity and transparency, and likely a complete loss of investment value.

Keywords

Carisma Therapeutics, CARM, Delisting, Nasdaq, OTC Markets, Wind-down, Corporate Governance, Executive Changes, SEC Reporting, Form 8-K, Form 25, Form 15