4//SEC Filing
Radhakrishnan Anup 4
Accession 0001610717-25-000297
CIK 0001966494other
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 4:36 PM ET
Size
11.7 KB
Accession
0001610717-25-000297
Insider Transaction Report
Form 4
Radhakrishnan Anup
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2025-08-19$4.38/sh−63,436$277,786→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-19−14,679→ 0 totalExercise: $1.09Exp: 2032-10-06→ Common Stock (14,679 underlying) - Disposition from Tender
Common Stock
2025-08-18$4.38/sh−57,345$251,114→ 63,436 total
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 7, 2025, by and among CARGO Therapeutics, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub VII, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On August 18, 2025, Parent and Merger Sub completed a tender offer (the "Tender Offer") pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $4.379 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). [continues to Footnote 2]
- [F2][continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, effective as of August 19, 2025 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").
- [F3]Pursuant to the terms of the Merger Agreement, immediately prior to the time at which Parent first irrevocably accepts for purchase the Shares tendered in the Tender Offer, each restricted stock unit award with respect to Shares that is, at the time of determination, subject to vesting or forfeiture conditions ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive [continues to Footnote 4]
- [F4][continues from Footnote 3] (i) an amount in cash without interest, subject to any applicable tax withholding, equal to the product of the number of Shares underlying such RSU Award immediately prior to the Effective Time and $4.379 in cash, plus (ii) one CVR with respect to each Share subject to such RSU Award immediately prior to the Effective Time.
- [F5]As of immediately prior to and conditioned upon the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the Effective Time of the Merger, was canceled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the Effective Time [continues to Footnote 6]
- [F6][continues from Footnote 5] and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding it was canceled for no consideration.
Documents
Issuer
CARGO Therapeutics, Inc.
CIK 0001966494
Entity typeother
Related Parties
1- filerCIK 0001999930
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 4:36 PM ET
- Size
- 11.7 KB