SCHEDULE 13D/A: HealthCap Exits Carisma Therapeutics Stake

HealthCap VII, L.P. and HealthCap VII GP LLC have fully divested their beneficial ownership in Carisma Therapeutics Inc., ceasing to be a greater than five percent holder as of September 2, 2025.

Summary

• HealthCap VII, L.P. and HealthCap VII GP LLC (the "Reporting Persons") filed Amendment No. 6 to Schedule 13D to correct previously reported beneficial ownership, share sales, and the date they ceased to be a greater than five percent beneficial owner of Carisma Therapeutics Inc.
• The Reporting Persons ceased to be beneficial owners of more than five percent of Carisma Therapeutics Inc. Common Stock on September 2, 2025.
• Since the filing of Amendment No. 4 on August 29, 2025, the Reporting Persons sold a total of 2,721,923 shares of Common Stock.
• Significant sales included 2,116,678 shares sold on September 2, 2025, at a price of $0.46802 per share.
• Other sales occurred between August 22, 2025, and August 29, 2025, with prices ranging from $0.22037 to $0.235 per share.
• As of the filing date, the Reporting Persons beneficially own 0.00 shares, representing 0.0% of the class.

Sentiment

Score: 3

Explanation: The complete divestment by a significant institutional investor, HealthCap, is generally a negative signal for the company's stock. While the filing is purely factual about the transaction, the action itself implies a lack of future confidence or a strategic shift by the investor, which can weigh on market sentiment.

Negatives

• A significant institutional investor, HealthCap VII, L.P., has fully divested its stake in Carisma Therapeutics Inc., which could be perceived as a negative signal by the market.
• The divestment involved the sale of over 2.7 million shares in a short period, potentially adding selling pressure to the stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Carisma Therapeutics Inc. or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

This filing reflects a significant institutional investor's complete exit from a biotechnology company. While the filing itself does not provide context on broader industry trends, such divestments can sometimes occur due to shifts in investment strategy, portfolio rebalancing, or specific concerns related to the company's pipeline or market position within the competitive biotechnology landscape. Without further information, it is difficult to ascertain if this is an isolated event or indicative of a wider trend affecting similar companies.

Stakeholder Impact

• Shareholders: The complete divestment by a major institutional investor could lead to increased selling pressure on the stock and a potential decline in share price due to negative market sentiment. It may also reduce institutional ownership and liquidity.

Key Dates

Recommendation

The complete divestment by a significant institutional investor like HealthCap, especially involving a large volume of shares, typically signals a lack of confidence or a strategic exit. This action often leads to negative market sentiment and potential downward pressure on the stock price. While this filing alone doesn't provide a full picture of Carisma Therapeutics' fundamentals, the exit of a major holder is a strong negative indicator that seasoned investors would likely interpret as a reason to sell or at least re-evaluate their position.

Keywords

Carisma Therapeutics, HealthCap, Schedule 13D, Beneficial Ownership, Stock Sale, Institutional Investor, Biotechnology, CARIS