Core Insights - Carrefour, Carmila, Unlimitail, and JCDecaux have formed a strategic partnership to enhance retail media through indoor Digital Out-of-Home (DOOH) and outdoor advertising at shopping centers in France and Spain [1][2][10] Partnership Details - The partnership aims to create a new media ecosystem at Carrefour and Carmila sites, with JCDecaux managing and upgrading advertising assets [2] - This collaboration aligns with Carrefour's transformation strategy, focusing on innovation and long-term value creation for real estate assets [2][9] Implementation Strategy - In France, the project will introduce 75-inch LCD digital screens and 81-inch LED screens in access areas, enhancing the advertising format [3][4] - The deployment will cover 161 shopping center malls and 297 access areas, marking JCDecaux's largest multi-site project in France [4] Expansion Plans - In Spain, JCDecaux will develop an indoor DOOH offer across 91 shopping centers and an outdoor offer across 88 access areas starting in 2027 [5] Technological Advancements - The digital assets will utilize low-energy technologies, and analogue street furniture will be upgraded with energy-efficient LED lighting [6] Retail Media Integration - The new OOH/DOOH network will integrate with Unlimitail's retail media offering, allowing for omnichannel strategies and programmatic DOOH campaigns [7][8] - Advertisers will have access to performance measurement tools based on aggregated data from Carrefour and Unlimitail [8] Strategic Goals - The project aims to modernize shopping centers, enhance visitor experience, and create new revenue streams through retail media [9][10] - The partnership is expected to leverage the strengths of Carrefour's audience, Carmila's real estate expertise, Unlimitail's retail media capabilities, and JCDecaux's outdoor advertising leadership [10]

Operational Changes - The company approved a revised operating plan in March 2024 to focus on high potential value programs and eliminate non-essential expenses, resulting in a workforce reduction of 62 employees, approximately 58.0% of the total workforce, incurring $4.1 million in severance costs[99]. - The company plans to pursue additional asset monetization transactions and an orderly wind down of operations, with key executives being terminated as part of this process[111]. - There is uncertainty regarding the ability to complete additional asset monetization transactions, and the company may need to reserve assets pending resolution of obligations if liquidation is pursued[112]. - The company does not expect to resume historical research and development activities and plans to monetize remaining assets as part of its wind down strategy[169][170]. Financial Performance - Collaboration revenues increased to $45.3 million for the three months ended September 30, 2025, compared to $3.4 million for the same period in 2024[131]. - Net income for the nine months ended September 30, 2025, was $25.7 million, primarily due to revenue recognition from the Moderna License Agreement[118]. - Total operating expenses decreased to $20.3 million for the nine months ended September 30, 2025, from $60.3 million in 2024, reflecting a significant reduction in research and development expenses[142]. - Collaboration revenues increased to $49.0 million for the nine months ended September 30, 2025, compared to $16.0 million in 2024, primarily due to the recognition of the remaining upfront payment from the Moderna License Agreement and a one-time cash payment of $4.0 million[143]. - Cash used in operating activities was $14.1 million for the nine months ended September 30, 2025, compared to $51.6 million in 2024, indicating a significant reduction in cash outflows[163][165]. Research and Development - The company pivoted its focus to developing product candidates targeting liver fibrosis and solid tumor oncology while retaining potential milestone and royalty income from the collaboration with Moderna[98]. - Research and development expenses for the three months ended September 30, 2025, were $197, a decrease of $11.1 million from $11.3 million in 2024[131]. - Total research and development expenses decreased significantly to $11.8 million in 2025 from $44.1 million in 2024, reflecting a reduction in program expenses and personnel costs as part of the cash preservation plan[146][148]. - The company has ceased all research activities under the Moderna License Agreement, having received a total of $2.0 million in milestone payments to date[122]. Cash and Liquidity - As of September 30, 2025, the company had $2.8 million in cash and cash equivalents and an accumulated deficit of $279.9 million[118]. - The company does not expect its cash and cash equivalents to support operations for more than one year, raising substantial doubt about its ability to continue as a going concern[121]. - The company incurred $4.2 million in costs related to a cash preservation plan during the nine months ended September 30, 2025, primarily for one-time employee termination benefits[179]. - Interest income for the nine months ended September 30, 2025, was $0.1 million, a decrease from $1.9 million in the same period of 2024, indicating sensitivity to interest rate changes[185]. Legal and Compliance - The company received a delisting determination letter from Nasdaq on October 9, 2025, with common stock suspended from trading effective October 13, 2025[109]. - Following the delisting, the company's common stock began trading on the OTCID market tier under the symbol "CARM" on October 13, 2025[110]. - The company terminated the Merger Agreement with OrthoCellix on September 16, 2025, due to OrthoCellix's failure to secure required financing, resulting in a receivable of approximately $1.3 million for termination fees and expense reimbursements[158][159]. Executive Compensation - The company is required to pay Mr. Kelly a lump sum equal to twelve months of his base salary and a pro-rated bonus for 2025 upon termination without cause[180]. - Dr. Klichinsky is entitled to twelve months of base salary payable in installments, a pro-rated bonus for 2025, and a monthly payment of $2,245 for health insurance costs following his termination without cause[181]. Other Financial Obligations - The company’s contractual obligations include enforceable contracts with specified terms, but do not include potential milestone or royalty payments that cannot be reasonably estimated at this time[178]. - As of September 30, 2025, total contractual obligations amount to $939,000, with $224,000 due within one year, $470,000 due in 1 to 3 years, and $245,000 due in 4 to 5 years[176].

Operational Changes - The company approved a revised operating plan in March 2024 to focus on high potential value programs and eliminate non-essential expenses, resulting in a workforce reduction of 62 employees, approximately 58.0% of the total workforce, incurring $4.1 million in severance costs[110][113]. - The development of the HER2 directed autologous cell therapy platform, including product candidate CT-0525, was ceased in December 2024 due to competitive landscape assessments, with all clinical activities ending in January 2025[111]. - The company pivoted its focus to developing product candidates targeting liver fibrosis and solid tumor oncology while retaining potential milestones and royalties from collaboration with Moderna[112]. Financial Performance - Collaboration revenues were zero for the three months ended June 30, 2025, compared to $9.2 million for the same period in 2024, related to the Moderna collaboration[148]. - Total operating expenses for Q2 2025 were $5.8 million, a decrease of 72% from $20.9 million in Q2 2024[147]. - Research and development expenses decreased to $2.4 million in Q2 2025 from $15.3 million in Q2 2024, reflecting a reduction in program expenses and personnel costs[151]. - The company reported a net loss of $19.0 million for the six months ended June 30, 2025, compared to a net loss of $30.1 million for the same period in 2024[133]. - As of June 30, 2025, the company had $2.0 million in cash and cash equivalents and an accumulated deficit of $324.6 million[133]. - Collaboration revenues for the six months ended June 30, 2025, were $3.7 million, down 70.4% from $12.6 million in the same period of 2024[160]. - Total operating expenses for the six months ended June 30, 2025, were $18.8 million, a decrease of 57.1% compared to $43.8 million in 2024[159]. - The company reported an operating loss of $15.1 million for the six months ended June 30, 2025, compared to a loss of $31.2 million in 2024[159]. - The company recognized $3.5 million in losses on the sale of held-for-sale assets during the six months ended June 30, 2025, with no such losses in 2024[168]. - Research and development expenses decreased to $11.6 million for the six months ended June 30, 2025, down 64.7% from $32.8 million in 2024[159]. - Cash used in operating activities for the six months ended June 30, 2025, was $16.0 million, compared to $38.5 million in 2024, reflecting improved cash management[179]. - Interest income from cash and cash equivalents was $0.1 million for the six months ended June 30, 2025, compared to $1.0 million for the same period in 2024[204]. Strategic Agreements and Mergers - A termination fee of $4.0 million was incurred due to the termination of the Manufacturing and Supply Agreement with Novartis, which was expensed in the fourth quarter of 2024[114]. - The company entered into a Merger Agreement with OrthoCellix on June 22, 2025, intended to qualify as a tax-free reorganization, with OrthoCellix continuing as a wholly owned subsidiary[118]. - Post-merger, the company's securityholders are expected to own approximately 10.0% of the outstanding shares of the Combined Company, while OrthoCellix's stockholder and other investors are expected to own approximately 90.0%[120]. - The anticipated Concurrent Investment includes a $5.0 million investment from Ocugen as part of the merger agreement, subject to lender consent[128]. - A Contingent Value Rights Agreement will be established to provide pre-merger common stockholders with rights to contingent cash payments based on the disposition of legacy assets and royalties from existing agreements[124][125]. - The company expects to incur significant expenses related to the OrthoCellix Merger and exploring transactions to monetize legacy assets[134]. - Future operations are highly dependent on the successful completion of the OrthoCellix Merger, with potential bankruptcy proceedings if it does not close[136]. - The company plans to proceed with the OrthoCellix Merger, which is critical for future operations[172]. - The final research and development payment of $2.9 million from Moderna was received in January 2025, with no further research funding expected[175]. Going Concern and Financial Risks - The company has significant doubt about its ability to continue as a going concern, as current cash and cash equivalents are only sufficient to sustain operations into the fall of 2025[188]. - If the OrthoCellix Merger does not close, the board may consider bankruptcy or liquidation, which could result in stockholders losing a significant portion of their investment[190]. - The company has no intention of resuming historical research and development activities unless a strategic transaction is completed or significant additional funding is obtained[192]. - The total contractual obligations as of June 30, 2025, amount to $1.91 million, with $1.14 million due within one year[196]. - The company incurred expenses related to the evaluation of strategic alternatives, which will continue regardless of the outcome of the OrthoCellix Merger[187]. - The company may need to reserve a portion of its assets pending the resolution of obligations if liquidation and dissolution are pursued[190]. - Inflation has not had a material effect on the company's business or financial condition during the six months ended June 30, 2025[205].

Clinical Programs & Data - CT-0508 monotherapy showed stable disease (SD) in 29% (4/14) of patients, with 44% SD in HER2 3+ patients [13] - 75% (6/8) of HER2 3+ patients exhibited a decrease in ctDNA, with reductions up to 93% [17] - CT-0525, a CAR-Monocyte therapy, has a ~2,000-fold increased exposure compared to CT-0508 in preclinical models [44] - The first patient was treated with CT-0525 in 2Q 2024, with initial data expected in 4Q 2024 [43] In Vivo CAR-M Collaboration with Moderna - The collaboration includes up to 12 targets, with 7 nominated [64] - Carisma received an $80 million upfront payment and is eligible for over $3 billion in potential milestones and royalties [64] - Nomination of the first development candidate targeting GPC3 for HCC triggered a $2 million milestone payment [6, 65] Financial Status - As of June 30, 2024, Carisma had $40.4 million in cash and cash equivalents [100] - The company's cash runway is expected to last into 3Q 2025 [6, 100] Fibrosis Program - Preclinical data demonstrates that engineered macrophages can reduce liver fibrosis, with Relaxin-IL10 macrophages showing >100% reduction in collagen in one model [84] - Nomination of a development candidate for liver fibrosis is expected in 1Q 2025 [8, 93]

Group 1 - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to Carisma Therapeutics Inc.'s merger with OrthoCellix, Inc., where existing Carisma shareholders are expected to own approximately 10% of the combined company [1] - Enzo Biochem, Inc. is being sold to Battery Ventures for $0.70 per share in cash, while Guaranty Bancshares, Inc. is being sold to Glacier Bancorp, Inc. for 1.0000 share of Glacier stock for each Guaranty share [2] - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures concerning the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options, with the firm representing investors globally who have experienced securities fraud and corporate misconduct [4]

Financial Performance - The company reported net losses of $9.3 million for the three months ended March 31, 2025, compared to $19.0 million for the same period in 2024[110]. - As of March 31, 2025, the company had $7.7 million in cash and cash equivalents and an accumulated deficit of $314.8 million[110]. - The company reported a pre-tax loss of $9.3 million for the three months ended March 31, 2025, compared to a pre-tax loss of $19.0 million in the same period of 2024[128]. - The company expects to incur significant expenses and operating losses while exploring strategic alternatives, with substantial doubt about its ability to continue as a going concern beyond the second half of 2025[149]. - Interest income from cash, cash equivalents, and marketable securities was $0.1 million for Q1 2025, down from $0.8 million in Q1 2024, indicating sensitivity to interest rate changes[166]. - Total contractual obligations amount to $2.584 million, with $1.757 million due within one year[158]. - Operating lease commitments total $1.925 million, with $1.098 million due within one year[158]. Research and Development - The company has not yet commercialized any products or generated revenue from product sales, relying primarily on collaboration revenues from Moderna, which included $2.0 million in milestone payments[118]. - The company plans to cease further development of its lead product candidates, CT-0508 and CT-0525, as part of a revised operating plan to conserve cash and refocus efforts[103]. - The company has paused research and development activities and does not expect to resume them without completing a strategic transaction or obtaining significant additional funding[111]. - Future research and development activities are currently on hold, pending the completion of a strategic transaction or obtaining significant additional funding[153]. - The company anticipates that resuming research and development activities will significantly increase expenses and future capital requirements[156]. - The company achieved pre-clinical proof of concept in its liver fibrosis program in Q2 2024, demonstrating the anti-fibrotic potential of engineered macrophages[106]. - The company may face challenges in scaling up manufacturing processes to support clinical trials for product candidates[157]. Strategic Alternatives - The company is exploring strategic alternatives, including potential asset sales or partnerships, but there is no assurance that these efforts will result in any transactions[105]. - The company plans to explore strategic alternatives, including potential asset sales or partnerships, but there is no guarantee that these efforts will result in successful transactions[150]. - The final research and development payment of $2.9 million from Moderna was received in January 2025, marking the end of additional research funding under the collaboration agreement[139]. - Moderna has nominated all 12 oncology research targets under their collaboration agreement, but the company will not receive further research funding from Moderna[118]. Expenses and Cost Management - Total operating expenses decreased to $13.1 million for the three months ended March 31, 2025, down from $22.9 million in the same period of 2024, primarily due to reduced research and development expenses[128]. - Research and development expenses were $9.2 million for the three months ended March 31, 2025, a decrease of $8.3 million from $17.5 million in the same period of 2024, attributed to a revised focus on operating plans[132]. - General and administrative expenses decreased to $3.9 million for the three months ended March 31, 2025, compared to $5.4 million in the same period of 2024, due to reductions in professional fees and personnel costs[135]. - General and administrative expenses are expected to decrease in 2025 due to the termination of non-essential employees as part of the wind-down process[123]. - The company incurred $3.4 million in costs during Q1 2025 related to a cash preservation plan, with an additional $0.4 million expected in Q2 2025 for workforce reduction benefits[162]. Market Risks and Economic Conditions - The company is exposed to market risks, primarily interest rate sensitivities, which could impact financial performance[166]. - Inflation has not materially affected the company's business or financial condition during Q1 2025[167]. - The company’s ability to establish strategic collaborations and licensing arrangements is critical for future revenue streams[155].

Workforce Reduction and Financial Impact - The company has reduced its workforce by approximately 84%, terminating 37 full-time employees, which is expected to incur costs of about $3.8 million related to employee termination benefits [247]. - The company currently has sufficient cash and cash equivalents to sustain operations into the second half of 2025, but does not expect to support operations for more than one year following the report date [239]. - The company has incurred significant losses since inception and expects to continue incurring losses while exploring strategic alternatives [253]. - The company incurred net losses of $60.5 million and $86.9 million for the years ended December 31, 2024 and 2023, respectively [257]. - As of December 31, 2024, the company had cash and cash equivalents of $17.9 million, which are expected to sustain operations into the second half of 2025 [258]. - The independent registered public accounting firm expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses [263]. Strategic Alternatives and Business Viability - The exploration of strategic alternatives may not result in any successful transaction, and if no strategic alternative is identified, it is highly unlikely there will be cash available for distribution to stockholders [244]. - The cash preservation plan prioritizes payments necessary for reduced operations and evaluating strategic alternatives, which may include asset sales or partnerships [237]. - The company plans to evaluate potential strategic alternatives, including asset sales or partnerships, but cannot guarantee any successful outcomes [266]. - The exploration of strategic alternatives may not result in any transaction that provides additional funding to the company [265]. - The company may pursue bankruptcy or liquidation proceedings, which could delay the wind down process and decrease cash available for stockholders [246]. Research and Development Challenges - The company has paused all research and development activities as part of a cash preservation plan, which includes halting pre-clinical and clinical trials [260]. - Future expenses are expected to increase substantially if research and development activities resume, but the timing and amount of these expenses are uncertain [262]. - The company faces high risks in drug development, with uncertain outcomes and potential for significant delays or additional costs [286]. - The company may need to abandon or limit clinical development if serious adverse events or undesirable side effects are identified [309]. - The company may evaluate product candidates in combination with other drugs, but issues with these drugs could delay or prevent approval [319]. Clinical Trials and Regulatory Environment - The CAR-M platform is the first of its kind evaluated in human clinical trials, but the scientific evidence supporting its feasibility is preliminary and limited [280]. - The company has not initiated clinical development for product candidates CT-2401 and CT-1119, which are focused on liver fibrosis and mesothelin-positive solid tumors, respectively [283]. - Regulatory changes, such as the FDA's requirement for diversity action plans in clinical trials, may impact development timelines [296]. - The acceptance of foreign study data by the FDA is contingent on the data being applicable to the U.S. population and conducted according to good clinical practices [300]. - Delays in patient enrollment for clinical trials could prevent necessary marketing approvals and increase development costs [308]. Collaboration and Dependency on Third Parties - The company relies on collaborations with third parties, such as Moderna, for the development and commercialization of certain product candidates, which may not yield expected milestone or royalty payments [240]. - The collaboration with Moderna is managed by a Joint Steering Committee (JSC), with Moderna having final decision-making authority [370]. - The company expects to depend on collaborations with third parties for the research, development, and commercialization of certain product candidates, which may limit control over resource allocation [369]. - The company relies on third-party contract research organizations (CROs) for clinical trials, which may impact the ability to obtain marketing approvals if these parties do not perform satisfactorily [353]. - Collaborators may not perform their obligations as expected, which could lead to delays or abandonment of product candidates [370]. Intellectual Property and Patent Challenges - The company has licensed four patent families from Penn and one from NYU, indicating ongoing efforts to strengthen its intellectual property portfolio [377]. - The patent prosecution process is expensive, time-consuming, and complex, which may hinder the ability to file and maintain necessary patent applications [384]. - The company may face challenges in maintaining patent protection due to the need to pay maintenance fees, which, if not paid, can lead to premature expiration [391]. - The company may need to license intellectual property from third parties, and such licenses may not be available on commercially reasonable terms, adversely affecting its business [406]. - The initiation of litigation or contested proceedings could require significant resources to defend, potentially distracting management and technical personnel [410].

Company to explore strategic alternatives to advance liver fibrosis and oncology assets and reduce operational cash burn Pipeline Updates Fibrosis Ex Vivo Oncology In Vivo Program (Moderna Collaboration) Our liver fibrosis program is based upon the discovery of a key efferocytosis defect in the macrophages that reside within the livers of patients with fibrosis. Using a novel mRNA/LNP approach, our product candidate, CT-2401, aims to reverse fibrotic disease and improve the outcomes of patients with advance ...

Core Viewpoint - Carisma Therapeutics Inc. is actively participating in the H.C. Wainwright 3rd Annual Cell Therapy Virtual Conference, highlighting its focus on macrophage-focused therapeutics [1] Company Overview - Carisma Therapeutics is a biopharmaceutical company specializing in macrophage engineering to develop innovative therapies for diseases such as fibrosis and cancer [3] - The company is committed to patient-centric innovation and aims to provide scalable, next-generation solutions that can transform treatment paradigms [3] - Carisma is headquartered in Philadelphia, PA, and more information can be found on their website [3]

Group 1 - Carisma Therapeutics Inc. is a leader in macrophage-focused therapeutics and will participate in the Oppenheimer 35th Annual Healthcare Life Sciences Conference on February 11, 2025 [1] - The event will feature Steven Kelly, the President and CEO of Carisma, and will take place at 4:40 pm ET [1] - An audio webcast of the conference will be available on the Company's Investor Events section and archived for a limited time [2] Group 2 - Carisma Therapeutics is pioneering macrophage engineering to develop therapies for fibrosis, cancer, and other diseases [3] - The Company is committed to patient-centric innovation and aims to deliver scalable, next-generation solutions that transform treatment paradigms [3] - Carisma is headquartered in Philadelphia, PA, and more information can be found on their website [3]