UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 7~~August 18, 2025

CARGO Therapeutics, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-41859	84-4080422
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

835 Industrial Road Suite 400
San Carlos, California		94070
(Address of Principal Executive Offices)		(Zip Code)

835 Industrial Road, Suite 400

~~Registrant’s~~San ~~Telephone Number~~Carlos, ~~Including~~California ~~Area Code: (650) 499-8950~~94070

(Address of principal executive offices) (Zip Code)

(650) 499-8950

(Registrant’s telephone number, including area code)

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))D

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common stock, par value $0.001 per share	CRGX	The Nasdaq Stock Market LLC
Common Stock, par value $0.001 per share	CRGX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§/230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§/240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 12.01 ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

As previously disclosed by CARGO Therapeutics, Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2025, the Company entered into an Agreement and Plan of Merger, dated as of July 7, 2025 (the “Merger Agreement”) with Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”) and Concentra Merger Sub VII, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

OnPursuant ~~July 7~~to the Merger Agreement, ~~2025~~and upon the terms and subject to the conditions thereof, ~~CARGO~~on ~~Therapeutics~~August 18, ~~Inc.~~2025, Parent completed a ~~Delaware~~tender ~~corporation~~offer to purchase all of the Company’s outstanding shares (the “~~Company~~Shares”), ~~entered~~of ~~into~~common anstock, ~~Agreement~~par ~~and~~value ~~Plan~~$0.001 ofper ~~Merger~~share (the “~~Merger Agreement~~Shares”), ~~with~~in ~~Concentra~~exchange ~~Biosciences,~~for ~~LLC,~~(i) a$4.379 ~~Delaware~~in ~~limited~~cash ~~liability~~per ~~company~~Share (the “~~Concentra~~Cash Amount”),; ~~and~~plus ~~Concentra~~(ii) one ~~Merger~~non-transferable ~~Sub~~contingent ~~VII,~~value ~~Inc.~~right per Share (each, a ~~Delaware~~“CVR” ~~corporation~~ and aeach ~~wholly~~CVR ~~owned~~together ~~subsidiary~~with ofthe ~~Concentra~~Cash (Amount, the “~~Merger~~Offer ~~Sub~~Price”)., ~~The~~which ~~Merger~~CVR ~~Agreement~~represents ~~provides~~the ~~for,~~right ~~among~~to ~~other~~receive ~~things:~~potential ~~(i) the~~payments ~~acquisition~~pursuant ofto ~~all~~the ofterms ~~the~~and ~~Company’s~~subject ~~outstanding~~to ~~shares~~the conditions of ~~common~~the ~~stock,~~contingent ~~par~~ value ~~$0.001~~rights ~~per~~agreement ~~share~~ (the “~~Common~~CVR ~~Stock~~Agreement”), dated August 19, 2025, by ~~Concentra~~and ~~through~~among aParent, ~~cash~~Merger ~~tender~~Sub, ~~offer~~Equinity ~~(the~~Trust ~~“Offer”)~~Company, ~~for~~LLC, a ~~price~~New ~~per~~York ~~share~~limited ofliability ~~the~~company, ~~Common~~and ~~Stock~~Fortis ofAdvisors ~~(A)~~LLC, ~~$4.379~~a inDelaware ~~cash~~limited ~~(the~~liability ~~“Cash~~company, ~~Amount”)~~in each case, subject to ~~applicable tax withholding~~ and ~~without~~in ~~interest;~~accordance ~~plus~~with ~~(B) one~~the ~~contingent~~terms ~~value~~and ~~right~~conditions (aset ~~“CVR”)~~forth ~~(such~~in ~~amount~~the ~~being~~Offer ~~the~~to ~~“CVR~~Purchase, ~~Amount”~~dated ~~and~~July 21, ~~the~~2025 ~~Cash~~(as ~~Amount~~amended ~~plus~~and ~~the~~supplemented ~~CVR~~on ~~Amount~~August 8, ~~collectively~~2025, ~~being~~ the “Offer ~~Price~~to Purchase”), and ~~(ii)~~ in the ~~merger~~related Letter of ~~Merger~~Transmittal ~~Sub~~(as ~~with~~amended ~~and~~or ~~into~~supplemented ~~the~~from ~~Company~~time (to time, the “~~Merger~~Letter of Transmittal,”) which, together with the ~~Company~~Offer ~~surviving~~to Purchase, as each may have been amended or supplemented, constituted the ~~Merger~~“Offer”).

The ~~Company’s~~Offer ~~Board~~and ofrelated ~~Directors~~withdrawal ~~(the~~rights ~~“Board”),~~expired ~~has~~as ~~unanimously:~~scheduled ~~(i) determined~~at ~~that~~one ~~the~~minute ~~Offer,~~after ~~the~~11:59 ~~Merger~~p.m. ~~and~~Eastern ~~the~~Time ~~other~~on ~~transactions~~Monday, ~~contemplated~~August 18, by2025 ~~the~~(such ~~Merger~~date ~~Agreement~~ and ~~the CVR Agreement (as defined below) (collectively~~time, the “~~Transactions~~Expiration Time”) ~~are fair to~~, and in the ~~best~~Offer ~~interests~~was ~~of,~~not ~~the~~further ~~Company~~extended. ~~and~~According ~~its~~to ~~stockholders,~~Equiniti ~~(ii) duly~~Trust ~~authorized~~Company, ~~and approved the execution~~LLC, ~~delivery and performance by~~ the ~~Company~~depositary offor the ~~Merger~~Offer, ~~Agreement~~as ~~and~~of the ~~consummation~~Expiration byTime, ~~the~~a ~~Company~~total of ~~the Transactions~~34,569,840 ~~(iii) declared~~Shares ~~the~~had ~~Merger~~been ~~Agreement~~validly tendered, and ~~the~~not ~~Transactions~~validly ~~advisable;~~withdrawn, ~~(iv) resolved~~representing ~~that~~approximately ~~the~~71.48% ~~Merger~~of ~~shall~~the beoutstanding ~~governed~~Shares byas ~~and effected under Section 251(h)~~ of the ~~Delaware~~Expiration ~~General~~Time. ~~Corporation~~The ~~Law~~number ~~(the~~of ~~“DGCL”)~~Shares ~~and~~validly ~~that~~tendered ~~the~~and ~~Merger~~not ~~shall~~validly bewithdrawn ~~consummated~~pursuant asto ~~soon~~the asOffer ~~practicable~~satisfied ~~following~~ the ~~Offer~~Minimum ~~Closing~~Tender ~~Time~~Condition (as defined in the Merger Agreement);. ~~and~~All ~~(v) recommended~~other ~~that~~conditions ~~the Company’s stockholders accept the Offer and tender their shares of Common Stock pursuant~~ to the Offer. ~~Under~~were ~~the~~satisfied ~~Merger~~and ~~Agreement,~~Parent ~~Concentra~~accepted isfor ~~required~~payment toall ~~commence~~Shares ~~the~~validly ~~Offer~~tendered ~~as promptly as practicable,~~ (and innot ~~any~~validly ~~event no later than ten (10~~withdrawn) ~~business~~ ~~days~~prior ~~after~~to the ~~date~~expiration of the ~~Merger Agreement~~Offer.

~~Pursuant~~Following to the ~~terms~~consummation of the ~~Merger Agreement~~Offer, asthe ofremaining ~~immediately~~conditions ~~prior~~ to the ~~effective~~Merger ~~time~~set offorth in the Merger ~~(the~~Agreement ~~“Effective~~were ~~Time”)~~satisfied, ~~by virtue of the Merger~~ and ~~without any action~~ on ~~the part of the holders of Common Stock: (i)~~August ~~each outstanding share of Common Stock~~19, ~~other than any shares of Common Stock owned by Concentra~~2025, Merger Sub ormerged ~~any~~with ~~other subsidiary of Concentra, or by any stockholders of the Company who are entitled to~~ and ~~who properly exercise appraisal rights under Delaware law, will be converted~~ into the ~~right~~Company ~~to receive the Offer Price without interest, less any applicable withholding taxes;~~ (~~ii) (A) each option to purchase shares of Common Stock from~~ the ~~Company (~~“~~Company Stock Options,~~Merger” ~~and each~~), apursuant ~~“Company~~to ~~Stock~~which ~~Option”)~~the ~~that~~separate iscorporate ~~then~~existence ~~outstanding~~of ~~but~~Merger ~~not~~Sub ~~then~~ceased ~~vested or exercisable shall become immediately vested~~ and ~~exercisable~~the ~~in full, (B) each~~ Company ~~Stock~~continued ~~Option~~as ~~that~~the ~~has~~surviving ancorporation ~~exercise~~in ~~price per share that is less than~~ the ~~Cash~~Merger ~~Amount~~ (~~each,~~the an “~~In-the-Money~~Surviving ~~Option~~Corporation”) ~~that is then outstanding will be cancelled~~ and, ina ~~exchange~~wholly ~~therefor,~~owned ~~the~~subsidiary ~~holder~~ of ~~such~~Parent. ~~cancelled~~The ~~In-the-Money~~Merger ~~Option~~was ~~will~~completed bepursuant ~~entitled~~ to ~~receive in consideration of the cancellation of such In-the-Money Option (x)~~Section ~~an amount in cash without interest, subject to any applicable tax withholding, equal to the product obtained by multiplying~~ 251(1h) ~~the~~ ~~excess~~ of the ~~Cash~~General ~~Amount~~Corporation ~~over~~Law ~~the exercise price per share~~ of ~~Common Stock underlying such In-~~the~~-Money~~ ~~Option~~State ~~by (2) the number~~ of ~~shares~~Delaware ~~of Common Stock underlying such In-the-Money Option as of immediately prior to the Effective Time and~~ (~~y) one CVR for each share of Common Stock underlying such In-~~the~~-Money~~ ~~Option~~“DGCL”), ~~and~~with ~~(C) each~~no ~~Company~~stockholder ~~Stock~~vote ~~Option~~required. ~~that~~At ~~has an exercise price per share that is equal to or greater than~~ the ~~Cash~~effective ~~Amount~~time ~~that is then outstanding will be cancelled for no consideration; and (iii) the vesting for each restricted stock unit~~ of the ~~Company~~Merger (~~“Company~~the ~~Restricted Stock Units,” and each, a~~ “~~Company~~Effective ~~Restricted Stock Unit~~Time”), ~~shall be accelerated and~~ each ~~Company Restricted Stock Unit that is then~~ outstanding ~~will be cancelled and~~Share, inother ~~exchange~~than ~~therefor,~~any ~~the~~Shares ~~holder~~held ~~of such cancelled Company Restricted Stock Unit will be entitled to receive~~ in ~~consideration of~~ the ~~cancellation~~treasury of ~~such~~the Company ~~Restricted Stock Unit (A) an amount in cash without interest~~, ~~subject~~owned toby ~~any applicable tax withholding~~Parent, ~~equal~~Merger toSub ~~the~~or ~~Cash~~any ~~Amount~~other ~~and~~subsidiary ~~(B) one~~of ~~CVR. In addition~~Parent, ator ~~the~~by ~~Effective~~any ~~Time,~~stockholders ~~each~~of ~~pre-funded~~the ~~warrant (each, a “~~Company ~~Pre-Funded~~who ~~Warrant”)~~are toentitled ~~purchase Common Stock sold pursuant~~ to ~~that certain Exchange Agreement, dated as of January 12, 2024, by~~ and ~~among~~who ~~the~~properly ~~Company~~exercise ~~and~~appraisal ~~the~~rights ~~purchaser~~under ~~identified~~Delaware ~~therein~~law, ~~shall~~was beconverted ~~canceled~~into ~~and~~ the ~~holder~~right ~~thereof shall be entitled~~ to receive: ~~(x) an~~the ~~amount~~Offer inPrice ~~cash~~ without interest, ~~less~~subject to any applicable ~~tax~~ withholding, equal to the product obtained by multiplying (A) the excess of the Cash Amount over the exercise price per share of Common Stock underlying such Company Pre-Funded Warrant by (B) the number of shares of the Common Stock underlying such Company Pre-Funded Warrant; and (y) one CVR for each share of Common Stock underlying such Company Pre-Funded Warranttaxes.

~~Concentra’s~~Pursuant ~~obligation~~ to ~~accept~~the ~~shares~~terms of ~~Common~~the ~~Stock~~Merger ~~tendered~~Agreement, inat the ~~Offer~~Effective isTime, ~~subject~~by tovirtue ~~conditions,~~of ~~including:~~the Merger and without any action on the part of the holders, (i) ~~that~~each ~~the~~option ~~number~~to ofpurchase shares of ~~voting~~common ~~Common~~stock ~~Stock~~from ~~validly~~the ~~tendered~~Company (the “Company Stock Options,” and ~~not~~each, ~~properly~~a ~~withdrawn~~“Company Stock Option”) ~~prior~~was toaccelerated ~~the~~and ~~expiration~~(A) each ofCompany ~~the~~Stock ~~Offer~~Option ~~(excluding~~with ~~shares~~an ~~tendered~~exercise ~~pursuant~~price toper ~~guaranteed~~share ~~delivery~~less ~~procedures~~than ~~that~~the ~~have~~Cash ~~not~~Amount ~~yet~~(each, ~~been~~an “~~received~~In-the-Money Option”) bywas ~~the~~cancelled ~~“depository~~and,” asin ~~such~~exchange ~~terms~~therefor, ~~are~~the ~~defined~~holder byof ~~Section 251(h)~~such ofcancelled In-the-Money ~~DGCL)~~Option ~~that,~~received ~~when~~in ~~considered~~consideration ~~together~~of ~~with~~the ~~all~~cancellation ~~other shares~~ of such In-the-Money ~~voting~~Option ~~Common~~(x) an ~~Stock~~amount ~~(if~~in cash without interest, less any) ~~owned~~applicable bytax ~~Concentra~~withholding, ~~and~~equal ~~its~~to ~~“affiliates”~~the ~~(as~~product ~~defined~~obtained inby ~~Section 251~~multiplying (h1)~~(6)(a)~~ the excess of the ~~DGCL),~~Cash ~~equals~~Amount atover ~~least~~the ~~one~~exercise price per share ~~more~~of ~~than~~Common ~~50%~~Stock ofunderlying ~~all~~such ~~shares~~In-the-Money Option by (2) the number of ~~voting~~shares of Common Stock ~~then~~underlying ~~issued~~such ~~and~~In-the-Money ~~outstanding~~Option as of ~~the~~immediately ~~expiration~~prior ofto the ~~Offer;~~Effective Time and (iiy) ~~the~~one ~~absence~~CVR offor ~~any~~each ~~Legal~~share ~~Restraint~~of ~~(as~~Common ~~defined~~Stock inunderlying such In-the-Money ~~Merger~~Option, ~~Agreement~~and (B) each inCompany ~~effect~~Stock ~~preventing~~Option orthat ~~prohibiting~~had ~~the~~an ~~consummation~~exercise ofprice ~~the~~per ~~Offer,~~share ~~the~~equal ~~Merger~~to or ~~any~~greater ofthan the ~~other~~Cash ~~transactions~~Amount ~~contemplated~~was bycancelled ~~the~~for ~~Merger~~no ~~Agreement or the CVR Agreement~~consideration; and (~~iii~~ii) the ~~accuracy~~vesting offor ~~the~~each ~~representations~~restricted ~~and~~stock ~~warranties~~unit ~~made~~of by the Company in(“Company ~~the~~Restricted ~~Merger~~Stock ~~Agreement~~Units,” ~~subject~~and toeach, ~~specified~~a ~~materiality~~“Company ~~qualifications~~Restricted ~~and~~Stock ~~exceptions; (iv~~Unit”) ~~compliance~~ bywas ~~the~~accelerated ~~Company~~and ~~with~~each ~~its~~Company ~~covenants~~Restricted ~~under~~Stock ~~the~~Unit ~~Merger~~that ~~Agreement~~was inoutstanding ~~all~~was ~~material~~cancelled ~~respects;~~ and, ~~(v) the~~in ~~Closing~~exchange ~~Net~~therefor, ~~Cash~~the ~~(as~~holder ~~defined~~of insuch ~~the~~cancelled ~~Merger~~Company ~~Agreement)~~Restricted ~~shall~~Stock beUnit noreceived ~~less~~in ~~than~~consideration ~~$217.5 million.~~of ~~The~~the ~~obligations~~cancellation of ~~Concentra~~such ~~and~~Company ~~Merger~~Restricted ~~Sub~~Stock toUnit ~~consummate~~(A) an ~~the~~amount ~~Offer~~in ~~and~~cash ~~the~~without ~~Merger~~interest, ~~under~~less ~~the~~any ~~Merger~~applicable ~~Agreement~~tax ~~are~~withholding, ~~not~~equal ~~subject~~ to athe ~~financing~~Cash ~~condition~~Amount and (B) one CVR.

~~Following~~The ~~the~~foregoing ~~completion~~description of the ~~Offer,~~Merger ~~upon~~Agreement and the ~~terms~~CVR Agreement and ~~subject~~the totransactions ~~the~~contemplated ~~conditions~~thereby ofdo ~~the~~not ~~Merger~~purport ~~Agreement,~~to ~~Merger~~be ~~Sub~~complete ~~will~~and ~~merge~~is ~~with~~qualified ~~and~~in ~~into~~its ~~the~~entirety ~~Company,~~by ~~with~~reference to the ~~Company~~full ~~surviving~~text asof athe ~~wholly~~Merger ~~owned~~Agreement ~~subsidiary~~attached ofas ~~Concentra,~~Exhibit ~~pursuant~~2.1 to the ~~procedure~~Current ~~provided~~Report ~~for~~on ~~under~~Form ~~Section 251(h)~~8-K offiled by the ~~DGCL,~~Company ~~without~~on ~~any~~July 8, ~~additional~~2025 ~~Company~~and ~~stockholder~~the ~~approvals.~~full ~~The~~text ~~Merger~~of ~~will~~the beCVR ~~effected~~Agreement asattached ~~soon~~ as ~~practicable~~Exhibit ~~following~~10.1 to the ~~time~~Current ofReport ~~purchase~~on byForm ~~Concentra~~8-K offiled ~~shares~~by ofthe ~~Common~~Company ~~Stock~~on ~~validly~~July 8, ~~tendered~~2025, ~~and~~both ~~not~~of ~~withdrawn~~which inare ~~the~~incorporated ~~Offer~~herein by reference.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~representations~~in ~~and~~Items ~~warranties~~5.01 ~~from both the Company, on the one hand,~~ and ~~Concentra~~5.03 ~~and Merger Sub, on the other hand, customary for a transaction~~ of this ~~nature.~~Current ~~The~~Report ~~Merger~~on ~~Agreement~~Form ~~also~~8-K ~~contains~~is ~~customary~~incorporated ~~covenants~~by ~~and~~reference ~~agreements,~~into ~~including~~this ~~with~~Item ~~respect to the operations of the business of the Company between the date of the Merger Agreement and the closing of the Merger~~2.01.

~~The~~Item Merger Agreement contains customary termination rights for both Concentra and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before November 4, 2025. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a Superior Company Proposal (as defined in the Merger Agreement), the Company will be required to pay Concentra a termination fee of $3.~~8 million.~~01 IfNotice ~~Concentra terminates the Merger Agreement due to the Company having Closing Net Cash~~ of ~~less~~Delisting ~~than~~or ~~$217.5 million,~~Failure ~~the Company will be required~~ to ~~reimburse~~Satisfy ~~expenses~~a ~~incurred~~Continued byListing ~~Concentra~~Rule upor toStandard; aTransfer ~~maximum amount~~ of ~~$0.5 million.~~ Listing

The ~~foregoing~~information ~~description~~set offorth ~~the~~under ~~Merger~~Item ~~Agreement~~2.01 ~~does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy~~ of ~~which~~this isCurrent ~~filed~~Report ason ~~Exhibit~~Form ~~2.1~~8-K ~~hereto and~~ is incorporated herein by reference. ~~The~~into ~~Merger~~this ~~Agreement~~Item ~~and the foregoing description thereof has been included to provide investors and security holders with information regarding its terms~~3. ~~It is not intended to provide any other factual information about the Company, Concentra, Merger Sub or their respective subsidiaries and affiliates~~01. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Concentra and Merger Sub, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Concentra and Merger Sub, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company, Concentra, Merger Sub or their respective subsidiaries or affiliates at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Limited~~In ~~Guaranty~~connection with the consummation of the Offer and the Merger, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on August 19, 2025 and (B) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving Corporation intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares.

~~Concurrently~~Item with the execution of the Merger Agreement and the CVR Agreement, and as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, Tang Capital Partners, LP, a Delaware limited partnership, has delivered to the Company a duly executed limited guaranty, dated as of the date of the Merger Agreement (the “Limited Guaranty”), in favor of the Company, in respect of certain of Concentra and the Merger Sub’s obligations arising under, or in connection with, the Merger Agreement and CVR Agreement3.03 ~~Certain~~Material ~~obligations~~Modification ~~under the Limited Guaranty are subject~~ to: ~~(i) a~~Rights ~~cap~~ of ~~$213.1 million,~~Security which includes certain enforcement costs, under the Merger Agreement; and (ii) a cap of an amount equivalent to the CVR Proceeds (as defined in the CVR Agreement), plus certain enforcement costs up to the CVR Expense Cap (as defined below), under the CVR Agreement. Holders

~~Contingent~~The ~~Value~~information ~~Rights~~set ~~Agreement~~forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

AtItem or prior to the time at which Concentra first irrevocably accepts for purchase the shares of Common Stock tendered in the Offer, Concentra and Merger Sub expect to enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) and a representative, agent and attorney-in-fact of the holders of CVRs. Each CVR will represent a contractual right to receive contingent cash payments equal to: (i) 100% of the amount by which Closing Net Cash (as finally determined pursuant to the Merger Agreement) exceeds $217.5 million, adjusted for any claims that arise prior to thirty (30) days following the Merger Closing Date (as defined in the CVR Agreement) and that are not accounted for in such Closing Net Cash; and (ii) 80% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition (each, a “Disposition”) by Concentra or any of its affiliates, including the Company after the Merger, of all or any part of (a) the Company’s product candidate known as CRG-022, or firicabtagene autoleucel (firi-cel), an autologous CD22 chimeric antigen receptor (CAR) T-cell; (b) the Company’s product candidate known as CRG-023, a CD19/CD20/CD22 tri-specific CAR T; and (c) the Company’s allogeneic platform, a universal vector solution designed to limit immune-based rejection and enable durable response of CAR T-cell therapy (the “CVR Products”) that occurs within the period beginning on the Merger Closing Date and ending on the second (2nd) anniversary following the Merger Closing Date (the “Disposition Period”).01 InChanges the event that no Dispositions occur by the second (2nd) anniversary of the Merger Closing Date, holders of the CVRs will not receive any payment pursuant to the CVR Agreement with respect to a Disposition. Concentra shall, and shall cause the Company after the Merger, to use commercially reasonable efforts to spend up to $250,000 (the “CVR Expense Cap”) to, among other things, during the Disposition Period: (i) enter into one or more Disposition Agreements (as defined in ~~the~~Control ~~CVR Agreement) as soon as practicable following the Effective Time; (ii) retain an employee or consultant~~ of Concentra or Merger Sub for the purpose of maintaining and preserving the CVR Products and seeking, negotiating and executing Disposition Agreements; (iii) maintain the CVRs (including fees and expenses related to the Rights Agent and the Representative (as defined in the CVR Agreement)); (iv) maintain and prosecute the intellectual property relating to the CVR Products set forth on Schedule 1 to the CVR Agreement; and (v) continue the CMC Activities (as defined in the Merger Agreement) of the CVR Products to the extent the costs associated with such CMC Activities were included in the Closing Net Cash Schedule. Registrant

The ~~right~~information toset ~~the~~forth ~~contingent~~under ~~payments~~Items ~~contemplated by the CVR Agreement is a contractual right only and will not be transferable~~2.01, ~~except in the limited circumstances specified in the CVR Agreement~~5.02 ~~The CVRs will not be evidenced by a certificate or any other instrument~~ and ~~will not be registered with the U~~5.S.03 ~~Securities~~of ~~and~~this ~~Exchange~~Current ~~Commission~~Report ~~(the~~on ~~“SEC”).~~Form ~~The~~8-K ~~CVRs~~is ~~will~~incorporated ~~not~~by ~~have~~reference ~~any~~into ~~voting~~this orItem ~~dividend rights and will not represent any equity or ownership interest in Concentra, any constituent corporation party to the Merger or any of their respective affiliates~~5.01.

~~The~~As ~~foregoing~~a ~~description~~result of the ~~CVR~~consummation ~~Agreement~~of ~~does~~the ~~not~~Offer ~~purport~~and tothe beMerger, ~~complete~~there ~~and~~was isa ~~qualified~~change in ~~its~~control ~~entirety~~of bythe ~~reference~~Company toand the ~~Form~~Company ofbecame ~~CVR~~a ~~Agreement,~~wholly aowned ~~copy~~subsidiary of ~~which is filed as Exhibit 10~~Parent.1 ~~hereto and is incorporated herein by reference.~~

~~The~~Item ~~CVR Agreement and the foregoing description thereof has been included to provide investors and security holders with information regarding its terms~~5.02 ItDeparture is not intended to provide any other factual information about the Company, Concentra, Merger Sub or their respective subsidiaries and affiliates. The CVR Agreement contains representations and warranties by the Company, on the one hand, and Concentra and Merger Sub, on the other hand, made solely for the benefit of ~~the~~Certain ~~other.~~Officers; ~~The~~Election ~~assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms~~ of ~~the~~Directors; ~~CVR~~Appointment ~~Agreement, including information in confidential disclosure schedules delivered in connection with the signing~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement.~~Compensatory ~~Moreover,~~Arrangements ~~certain representations and warranties in the CVR Agreement were made as~~ of aCertain ~~specified date, may be~~ Officers

~~subject~~Pursuant to athe ~~contractual~~terms ~~standard~~ of ~~materiality~~the ~~different~~Merger ~~from~~Agreement, ~~what~~at ~~might~~the beEffective ~~viewed as material to investors~~Time, oreach ~~may have been used for the purpose~~ of ~~allocating~~John ~~risk~~Orwin, ~~between~~MBA, ~~the~~Abraham ~~Company~~Bassan, onKapil ~~the~~Dhingra, ~~one hand~~M.B.B.S., ~~and~~Reid ~~Concentra~~Huber, ~~and Merger Sub~~Ph.D., onDavid ~~the~~C. ~~other hand~~Lubner, ~~rather~~Krishnan ~~than~~Viswanadhan, ~~establishing matters as facts~~Pharm.D ~~Accordingly,~~and ~~the~~Jane ~~representations~~Pritchett ~~and~~Henderson ~~warranties~~resigned infrom the ~~CVR~~board ~~Agreement should not be relied on by any persons as characterizations~~ of ~~the~~directors ~~actual state~~ of ~~facts about~~ the Company, ~~Concentra,~~and ~~Merger~~Anup ~~Sub~~Radhakrishnan orresigned ~~their~~from ~~respective~~his ~~subsidiaries~~position oras ~~affiliates~~an atofficer of the ~~time they were made or otherwise~~Company. InThese ~~addition,~~resignations ~~information~~were ~~concerning~~tendered ~~the~~in ~~subject~~connection ~~matter~~with of the ~~representations~~Merger and ~~warranties~~not ~~may~~as ~~change~~a ~~after~~result ~~the date~~ of ~~the~~any ~~CVR~~disagreements ~~Agreement,~~between ~~which~~the ~~subsequent~~Company ~~information~~and ~~may~~the orresigning ~~may~~individuals ~~not~~on beany ~~fully~~matters ~~reflected~~related into the Company’s ~~public~~operations, ~~disclosures~~policies, or practices.

~~Support~~Following ~~Agreements~~the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang. The executive officers of Merger Sub immediately prior to the Effective Time were: (i) Mr. Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer.

InItem connection with the execution of the Merger Agreement, Concentra and Merger Sub entered into tender and support agreements (the “Support Agreements”) with the Company’s directors and officers and certain stockholders of the Company5.03 ~~The~~Amendments ~~Support Agreements provide that, among other things, those parties irrevocably tender the shares of Common Stock held by them in the Offer, upon the terms and subject~~ to ~~the~~Articles ~~conditions~~ of ~~such~~Incorporation agreements. The shares of Common Stock subject to the Support Agreements comprise approximately 17.4% of the outstanding shares of Common Stock. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement or ifBylaws; ~~the~~Change ~~Board~~in ~~votes~~Fiscal ~~to approve a Superior Company Proposal.~~ Year

~~The~~Pursuant ~~form~~to the terms of the ~~Support~~Merger Agreement, isat ~~included~~the ~~herein~~Effective asTime, ~~Exhibit~~the ECompany’s tocertificate ~~Exhibit~~of ~~2.1~~incorporation ~~attached~~and ~~hereto~~bylaws were amended and isrestated ~~incorporated~~in ~~herein~~their byentirety, ~~reference.~~as ~~The~~set ~~foregoing~~forth ~~description~~on ofExhibits ~~the~~3.1 ~~Support~~and ~~Agreements~~3.2, isrespectively, ~~qualified~~to inthis ~~its~~Current ~~entirety~~Report byon ~~reference~~Form to8-K ~~the~~and ~~full~~are ~~text~~incorporated ~~thereof~~herein by reference.

Item 79.01 ~~Regulation~~Financial FDStatements ~~Disclosure.~~and Exhibits

On(d) ~~July 8, 2025, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is attached hereto as Exhibit 99~~Exhibits.~~1 and incorporated by reference herein.~~

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Exhibit No.		Description of Exhibit

2.1*		Agreement and Plan of Merger, dated as of July 7, 2025, by and among CARGO Therapeutics, Inc. Concentra Biosciences, LLC and Concentra Merger Sub VII, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K, filed on July 8, 2025).

2.2*		Contingent Value Rights Agreement, dated August 19, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc., Equiniti Trust Company, LLC and Fortis Advisors LLC (incorporated herein by reference to Exhibit (d)(6) the Schedule TO-T/A filed by Concentra Biosciences, LLC on August 19, 2025).

3.1		Amended and Restated Certificate of Incorporation of CARGO Therapeutics, Inc.

3.2		Amended and Restated Bylaws of CARGO Therapeutics, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Important Additional Information and Where to Find It

The Offer described in this Current Report on Form 8-K has not yet commenced, and this Current Report on Form 8-K is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Concentra and its acquisition subsidiary, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company. The Offer to purchase the outstanding shares of Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “SEC Filings” subsection of the “Financial Information” section of the Company’s website at https://investors.cargo-tx.com/.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. Forward-looking statements are neither historical facts nor assurances of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that various closing conditions set forth in the Merger Agreement may not be satisfied or waived, including uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the risk that the Transactions may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; significant costs associated with the proposed Transactions; the risk that any stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; the risk that activities related to the CVR Agreement may not result in any value to the Company’s stockholders; and other risks and uncertainties discussed in the Company’s filings with the SEC, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 12, 2025. Any forward-looking statements that the Company makes in this communication are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date hereof. As a result of such risks and uncertainties, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. There can be no assurance that the proposed Transactions will in fact be consummated. The Company cautions investors not to unduly rely on any forward-looking statements.

The forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated as of July 7, 2025, by and among CARGO Therapeutics, Inc., Concentra Biosciences, LLC, and Concentra Merger Sub VII, Inc.
10.1		Form of Contingent Value Rights Agreement by and between Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc., and a wholly owned Subsidiary of Concentra Biosciences, LLC.
99.1		Press Release of CARGO Therapeutics, Inc., dated July 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CARGO THERAPEUTICS, INC.
Date: July 8, 2025	By:	/s/ Anup Radhakrishnan
		Anup Radhakrishnan Interim Chief Executive Officer, Chief Financial Officer andChief Operating Officer


CARGO Therapeutics, Inc.

By:		/s/ Anup Radhakrishnan
Name:		Anup Radhakrishnan
Title:		Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

Dated: August 19, 2025

Filing Compare · CARGO Therapeutics, Inc.