As filed with the Securities and Exchange Commission on March 31, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Carisma Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 26-2025616 |
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 3675 Market Street, Suite 401 Philadelphia, PA |
19104 |
| (Address of Principal Executive Offices) | (Zip Code) |
Carisma Therapeutics Inc. Amended and Restated 2014 Stock Incentive Plan
(Full Title of the Plan)
Steven Kelly
President and Chief Executive Officer
Carisma Therapeutics Inc.
3675 Market Street, Suite 401
Philadelphia,
PA
(Name and Address of Agent For Service)
(267) 491-6422
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to an aggregate of 1,670,004 shares of common stock, par value $0.001 per share (“Common Stock”), issuable under the Carisma Therapeutics Inc. (the “Registrant”) Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the 2014 Plan has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-271103, filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on April 4, 2023 relating to the Registrant’s 2014 Plan, 2014 Employee Stock Purchase Plan and 2017 Stock Incentive Plan, (ii) the Registration Statement on Form S-8, File No. 333-255941, filed by the Registrant with the SEC on May 10, 2021 relating to the Registrant’s 2014 Plan and 2014 Employee Stock Purchase Plan, (iii) the Registration Statement on Form S-8, File No. 333-234697, filed by the Registrant with the SEC on November 14, 2019 relating to the Registrant’s 2014 Plan and Inducement Stock Option Awards, (iv) the Registration Statement on Form S-8, File No. 333-231644, filed by the Registrant with the SEC on May 21, 2019 relating to the Registrant’s 2014 Plan and Inducement Stock Option Awards, (v) the Registration Statement on Form S-8, File No. 333-224959, filed by the Registrant with the SEC on May 16, 2018, as amended on August 10, 2018 relating to the Registrant’s 2014 Plan, (vi) the Registration Statement on Form S-8, File No. 333-217686, filed by the Registrant with the SEC on May 5, 2017 relating to the Registrant’s 2014 Plan, (vii) the Registration Statement on Form S-8, File No. 333-210523, filed by the Registrant with the SEC on March 31, 2016 relating to the Registrant’s 2014 Plan, (viii) the Registration Statement on Form S-8, File No. 333-202677 filed by the Registrant with the SEC on March 12, 2015 relating to the Registrant’s 2014 Plan, and (ix) the Registration Statement on Form S-8, File No. 333-195170, filed by the Registrant with the SEC on April 9, 2014 relating to the Registrant’s 2014 Plan, 2014 Employee Stock Purchase Plan and Amended and Restated 2009 Stock Incentive Plan, in each case, except to the extent amended or superseded by the contents hereof.
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on this 31st day of March, 2025.
| CARISMA THERAPEUTICS INC. | ||
| By: | /s/ Steven Kelly | |
| Steven Kelly | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Carisma Therapeutics Inc., hereby severally constitute and appoint Steven Kelly and Natalie McAndrew, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Carisma Therapeutics Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Steven Kelly | President and Chief Executive Officer | March 31, 2025 | ||
| Steven Kelly | (Principal executive officer) | |||
| /s/ Natalie McAndrew | Vice President of Finance | March 31, 2025 | ||
| Natalie McAndrew | (Principal financial and accounting officer) | |||
| /s/ Sanford Zweifach | Director and Chair of Board | March 31, 2025 | ||
| Sanford Zweifach | ||||
| /s/ Sohanya Cheng | Director | March 31, 2025 | ||
| Sohanya Cheng | ||||
| /s/ John Hohneker, M.D. | Director | March 31, 2025 | ||
| John Hohneker, M.D. | ||||
| /s/ Briggs Morrison, M.D. | Director | March 31, 2025 | ||
| Briggs Morrison, M.D. | ||||
| /s/ David Scadden, M.D. | Director | March 31, 2025 | ||
| David Scadden, M.D. | ||||
| s/ Marella Thorell | Director | March 31, 2025 | ||
| Marella Thorell |
Exhibit 5.1
March 31, 2025
+1 212 230 8800 (t)
+1 212 230 8888 (f)
wilmerhale.com
Carisma Therapeutics Inc.
3675 Market Street, Suite 401
Philadelphia, PA 19104
Re: Amended and Restated 2014 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,670,004 shares of common stock, $0.001 par value per share (the “Shares”), of Carisma Therapeutics Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Plan”).
We have examined the Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plan and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Wilmer Cutler Pickering Hale and Dorr LLP | |
| WILMER CUTLER PICKERING HALE AND DORR LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 31, 2025, with respect to the consolidated financial statements of Carisma Therapeutics Inc., incorporated herein by reference.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 31, 2025
Exhibit 107
Calculation of Filing Fee Tables
| Form S-8 |
| (Form Type) |
| Carisma Therapeutics Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
Table 1—Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.001 par value per share | Other | 1,670,004(2) | $0.40(3) | $668,001.60(3) | 0.00015310 | $102.28 |
| Total Offering Amounts | $668,001.60 | $102.28 | |||||
| Total Fee Offsets | — | ||||||
| Net Fee Due | $102.28 | ||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of an additional 1,670,004 shares issuable under the Amended and Restated 2014 Stock Incentive Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on March 26, 2025. |