Failure to Satisfy Listing Rule, Management Change/Compensation (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, the common stock, $0.001 par value per share (the "Common Stock") of Carisma Therapeutics Inc. (the "Company") was suspended from trading on The Nasdaq Stock Market LLC ("Nasdaq") effective at the open of business on October 13, 2025, as a result of the Company's noncompliance with the Nasdaq Listing Rules. Nasdaq indicated that, once all applicable appeal periods had lapsed, Nasdaq would file a Form 25 with the Securities and Exchange Commission (the "SEC") to complete the delisting of the Common Stock from Nasdaq. On December 4, 2025, the Board of Directors of the Company (the "Board") approved the voluntary delisting of the Common Stock from Nasdaq rather than await Nasdaq's filing of a Form 25 at some later date.

On December 5, 2025, the Company notified Nasdaq of the Company's intention to file a Form 25 with the SEC on or about December 10, 2025 to effect the formal delisting of the Common Stock. The Company anticipates that the formal delisting of the Common Stock will become effective 10 days after the filing. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to suspend and ultimately terminate the Company's reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Executive Officer

On December 5, 2025, Natalie McAndrew notified the Company of her decision to resign as Vice President of Finance, Treasurer and Secretary of the Company, effective as of December 31, 2025. The resignation was not a result of any disagreement with the Company's operations, policies or practices.

Appointment of Executive Officers and Director

On December 4, 2025, theBoard appointed Steven Kelly to serve as the interim Chief Executive Officer of the Company on a consulting basis, effective immediately. In connection with his appointment, Mr. Kelly was designated as the Company's principal executive officer. On December 4, 2025, the Company also entered into a Consulting Agreement with Mr. Kelly (the "Consulting Agreement"), pursuant to which he will serve as the Company's interim Chief Executive Officer until December 31, 2025 and will be compensated at rate of $350 per hour. For a description of Mr. Kelly's biography, refer to the Company's Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 29, 2025.

On December 4, 2025, the Board appointed Craig R. Jalbert to serve as the Chief Executive Officer, President, Treasurer and Secretary of the Company, effective as of January 1, 2026, to succeed Mr. Kelly and to assist with the Company's remaining wind down activities. In connection with his appointment, Mr. Jalbert was appointed as the Company's principal executive officer, principal financial officer and principal accounting officer, effective as of January 1, 2026. On December 4, 2025, the Board also appointed Mr. Jalbert as a director, effective as of January 1, 2026.

Mr. Jalbert, age 64, has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice on distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind down phases.

The Company will pay Mr. Jalbert $50,000 per year of service, pursuant to a letter agreement with Verdolino & Lowey, P.C. that the Company entered into on December 5, 2025. Mr. Jalbert will not receive any compensation under the Company's non-employee director compensation policy. Mr. Jalbert has no family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Jalbert and any other person pursuant to which he was elected as an officer of the Company. There are no transactions involving Mr. Jalbert requiring disclosure under Item 404(a) of Regulation S-K.