Amendment: SEC Form SCHEDULE 13D/A filed by Carisma Therapeutics Inc.
$CARM
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Carisma Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
14216R101 (CUSIP Number) |
HealthCap VII, L.P. Represented by HealthCap Investments SA, 23 Avenue Villamont Lausanne, V8, CH-1005 4121 614 3500 Louis E. Rambo Proskauer Rose LLP, 1001 Pennsylvania Av, N.W. Ste 600 South Washington, DC, 20004-2533 (202) 416-6899 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 14216R101 |
| 1 |
Name of reporting person
HealthCap VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,721,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 14216R101 |
| 1 |
Name of reporting person
HealthCap VII GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,721,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Carisma Therapeutics Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3675 Market Street, Suite 401, Philadelphia,
PENNSYLVANIA
, 19104. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on approximately 41,788,096 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | The Reporting Persons have effected the following transactions related to the Common Stock during the past 60 days:
Sold 39,100 shares of Common Stock on August 13, 2025 at a price of $0.289 per share; sold 81,003 shares of Common Stock on August 14, 2025 at a price of $0.284 per share; sold 50,402 shares of Common Stock on August 15, 2025 at a price of $0.284 per share; sold 72,617 shares of Common Stock on August 18, 2025 at a price of $0.28 per share; sold 184,500 shares of Common Stock on August 19, 2025 at a price of $0.247 per share; sold 134,000 shares of Common Stock on August 20, 2025 at a price of $0.228 per share; and sold 114,403 shares of Common Stock on August 21, 2025 at a price of $0.228 per share.
Except as set forth above, the Reporting Person has not effected any transactions related to the Common Stock during the past 60 days. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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