0000894579-23-000135.txt : 20230313 0000894579-23-000135.hdr.sgml : 20230313 20230313171234 ACCESSION NUMBER: 0000894579-23-000135 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230313 DATE AS OF CHANGE: 20230313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Carisma Therapeutics Inc. CENTRAL INDEX KEY: 0001485003 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262025616 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87951 FILM NUMBER: 23728188 BUSINESS ADDRESS: STREET 1: 3675 MARKET STREET STREET 2: SUITE 200 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 2674916422 MAIL ADDRESS: STREET 1: 3675 MARKET STREET STREET 2: SUITE 200 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: Sesen Bio, Inc. DATE OF NAME CHANGE: 20180516 FORMER COMPANY: FORMER CONFORMED NAME: Eleven Biotherapeutics, Inc. DATE OF NAME CHANGE: 20100223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ModernaTX, Inc. CENTRAL INDEX KEY: 0001962626 IRS NUMBER: 270226313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-800-4592 MAIL ADDRESS: STREET 1: 200 TECHNOLOGY SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 SC 13G 1 modernatx13g03132023.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*



 CARISMA THERAPEUTICS INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
817763105
(CUSIP Number)
 
 March 7, 2023
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).
 
 
 
1
NAME OF REPORTING PERSONS:
 
 
ModernaTX, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER:
 
 
 5,059,338
 
 
 
 
6
SHARED VOTING POWER:
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER:
 
 
 5,059,338
 
 
 
 
8
SHARED DISPOSITIVE POWER:
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
 
 5,059,338
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
 
 
 12.57%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
 
 
 CO
 
 
 
 
 

(1) Percentage calculated based upon 40,254,666 shares of Common Stock outstanding as of March 7, 2023, based on information obtained from the Issuer.

Item 1(a). Name of Issuer:

 CARISMA THERAPEUTICS INC.
 
Item 1(b). Address of Issuer's Principal Executive Offices:

 245 First Street, Suite 1800
Cambridge, MA 02142

Item 2(a). Name of Person Filing:

 ModernaTX, Inc.

Item 2(b). Address of Principal Business Office or, if none, Residence:

 c/o Moderna, Inc.
200 Technology Square
Cambridge, MA 02139
617-714-6500

Item 2(c). Citizenship:

 Delaware

Item 2(d). Title of Class of Securities:

 Common Stock, par value $0.001 per share
 
Item 2(e). CUSIP Number:

 817763105

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c):

Not applicable

 
Item 4. Ownership.


(a) Amount beneficially owned: 

                                 5,059,338


 (b) Percent of class:  12.57%(1)


(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote:

                                        5,059,338


 (ii) Shared power to vote or to direct the vote:

                                        0

  (iii) Sole power to dispose or to direct the disposition of:

                                       5,059,338

  (iv) Shared power to dispose or to direct the disposition of:
 
                                       0

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not Applicable.

Item 8. Identification and Classification of Members of the Group.

 Not Applicable.

Item 9. Notice of Dissolution of Group.

 Not Applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 

(1) Percentage calculated based upon 40,254,666 shares of Common Stock outstanding as of March 7, 2023, based on information obtained from the Issuer.

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.

Dated:  March 13, 2023
 
 
ModernaTX, Inc.
 
 
By:
 /s/Brian Sandstrom
   
Name:  Brian Sandstrom
   
Title:    Assistant Secretary