SCHEDULE: HealthCap Reduces Carisma Therapeutics Stake Below 5%

HealthCap VII, L.P. and its general partner have significantly reduced their beneficial ownership in Carisma Therapeutics Inc., falling below the 5% threshold.

Summary

• HealthCap VII, L.P. and HealthCap VII GP LLC, collectively referred to as the Reporting Persons, have filed an Amendment No. 5 to Schedule 13D for Carisma Therapeutics Inc.
• The Reporting Persons now beneficially own 2,014,372 shares of Common Stock, representing 4.8% of the class.
• This percentage is based on 41,788,096 shares of Common Stock outstanding as of August 5, 2025, as reported in Carisma Therapeutics Inc.'s Quarterly Report on Form 10-Q filed on August 7, 2024.
• A series of sales transactions occurred between August 22, 2025, and August 29, 2025, totaling 707,551 shares.
• The sales prices ranged from $0.22037 to $0.24667 per share.
• On August 29, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

Sentiment

Score: 3

Explanation: A significant investor, HealthCap VII, L.P., has reduced its stake in Carisma Therapeutics Inc. below the 5% beneficial ownership threshold through a series of stock sales, which can be interpreted as a negative signal regarding the company's prospects or the investor's strategic reallocation.

Negatives

• A significant institutional investor, HealthCap VII, L.P., has reduced its stake in Carisma Therapeutics Inc. below the 5% beneficial ownership threshold.
• The divestment of 707,551 shares over a short period by a major holder could signal a lack of confidence in the company's future prospects or a strategic exit.

Future Outlook

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

Industry Context

HealthCap is a prominent healthcare-focused venture capital firm. Their decision to significantly reduce their stake in Carisma Therapeutics Inc. could reflect a re-evaluation of the company's position within the competitive biotechnology and pharmaceutical industry, or a broader shift in investment strategy within the sector.

Stakeholder Impact

• Shareholders may perceive the divestment by a major institutional investor as a negative signal, potentially leading to increased selling pressure or a re-evaluation of their own investment thesis.
• The company's management may face questions regarding the reasons for the significant investor's reduced stake and its potential implications for future capital raising or strategic partnerships.

Key Dates

Recommendation

The divestment by a significant institutional investor like HealthCap VII, L.P., reducing its stake below the 5% beneficial ownership threshold, often signals a loss of confidence or a strategic exit. This action could put downward pressure on the stock price and suggests that other investors might consider re-evaluating their positions, potentially leading to a 'sell' recommendation.

Keywords

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