Carisma Therapeutics Inc.

06/12/2025 | Press release | Distributed by Public on 06/12/2025 04:01

Material Event (Form 8-K)

Item 8.01. Other Events.

On June 10, 2025, Carisma Therapeutics Inc. (the "Company") received written notice from The Nasdaq Stock Market LLC ("Nasdaq") that a Nasdaq Hearings Panel (the "Panel") has determined to grant the request of the Company to continue its listing on Nasdaq for the period and subject to specified conditions as described in more detail below. In connection with this determination, the Company's listing is expected to be transferred to The Nasdaq Capital Market, effective as of the open of business on June 12, 2025.

As previously disclosed, on October 10, 2024, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that the Company no longer satisfied Nasdaq Listing Rule 5450(b)(2)(A), which requires the Company to maintain a minimum market value of listed securities of $50.0 million (the "MVLS Rule") for continued listing on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3) (the "Grace Period Rule"), Nasdaq provided the Company 180 calendar days, or until April 8, 2025, to regain compliance with the MVLS Rule. The Company did not regain compliance with the MVLS Rule by April 8, 2025, and accordingly, on April 10, 2025, Nasdaq notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Panel.

As also previously disclosed, on April 10, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a minimum market value of publicly held shares of $15.0 million (the "MVPHS Rule") for continued listing on The Nasdaq Global Market. In accordance with the Grace Period Rule, Nasdaq provided the Company 180 calendar days, or until October 7, 2025, to regain compliance with the MVPHS Rule. Additionally, on January 6, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5450(a)(1), which requires the Company to maintain a minimum bid price of $1.00 per share (the "Bid Price Rule") for continued listing on The Nasdaq Global Market. In accordance with the Grace Period Rule, Nasdaq provided the Company 180 calendar days, or until July 7, 2025, to regain compliance with the Bid Price Rule.

Following a timely request for a hearing, the Company presented to the Panel its plan to achieve compliance with applicable Nasdaq listing criteria and requested an extension of time to do so. On June 10, 2025, Nasdaq notified the Company that the Panel determined to grant the Company's request for an exception to, and an extension of time to comply with, Nasdaq listing standards. As part of this determination, the Panel directed that the Company's listing be transferred to the Nasdaq Capital Market, effective as of the open of business on June 12, 2025, and specified additional conditions for the Company's listing on the Nasdaq Capital Market. The extension of time is subject to the Company demonstrating compliance with Nasdaq Listing Rule 5550(a)(2) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions, completing a strategic transaction and otherwise demonstrating compliance with all initial listing requirements for the Nasdaq Capital Market, in each case on or before October 7, 2025. The extension of time is further subject to the Company meeting an interim milestone for a strategic transaction in connection with the Company's ongoing strategic process. The Panel has the right to reconsider its determination based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company's securities inadvisable or unwarranted. The Panel does not have discretion to grant continued listing for noncompliance with Nasdaq listing standards beyond October 7, 2025. There can be no assurance that the Company will be able to satisfy the requirements or conditions for continued listing within the period of time granted by the Panel.

Carisma Therapeutics Inc. published this content on June 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 12, 2025 at 10:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io