SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Carisma Therapeutics Inc. (Name of Issuer) |
Common Stock, $0.001 par value 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 Ave. NW, Suite 600 S Washington, DC, 20004-2533 (202) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/27/2025 (Date of Event Which Requires Filing of This Statement) |
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)
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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
2,014,372.00 | ||||||||
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)
4.8 % | ||||||||
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)
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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
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,014,372.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
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, $0.001 par value 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) | Items 5(a)-(c) and 5(e) of the Schedule 13D are 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 percentages set forth in row 13 are based on 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 since the filing of Amendment No. 4 to the Schedule 13D on August 21, 2025:
Sold 147,884 shares of Common Stock on August 22, 2025 at a price of $0.231 per share; sold 92,900 shares of Common Stock on August 25, 2025 at a price of $0.231 per share; sold 80,201 shares of Common Stock on August 26, 2025 at a price of $0.235 per share; sold 110,214 shares of Common Stock on August 27, 2025 at a price of $0.229 per share; sold 184,500 shares of Common Stock on August 28, 2025 at a price of $0.24667 per share; and sold 91,852 shares of Common Stock on August 29, 2025 at a price of $0.22037 per share.
Except as set forth above and as previously disclosed, the Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days. |
(e) | On August 29, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. |
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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