Failure to Satisfy Listing Rule (Form 8-K)

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

On October 9, 2025, Carisma Therapeutics Inc. (the "Company") received a delisting determination letter (the "Determination Letter") from The Nasdaq Stock Market LLC ("Nasdaq"). The Determination Letter indicated that, as a result of the Company's previously disclosed noncompliance with the Nasdaq Listing Rules, the Company's common stock will be suspended from trading on Nasdaq effective at the open of business on October 13, 2025. The Determination Letter also indicated that, after applicable appeal periods have lapsed, Nasdaq intends to file a Form 25 with the Securities and Exchange Commission (the "SEC") to complete the delisting of the Company's common stock from Nasdaq. The Company does not plan to appeal Nasdaq's determination.

The Company has received approval of its application to list the Company's common stock on the OTCID market tier operated by The OTC Markets Group. The Company expects its common stock will commence trading on the OTCID market tier at the open of business on October 13, 2025 under the Company's current trading symbol "CARM." There is no guarantee, however, that a broker will continue to make a market in the Company's common stock or that trading of the common stock will continue on the OTCID market tier or otherwise or that the Company will continue to provide information sufficient to enable brokers to provide quotes for its common stock.

The Company expects to continue to attempt to sell or otherwise dispose of or monetize its remaining assets and pursue an orderly wind down of its remaining operations. There can be no assurance that the Company will be able to identify and complete additional asset monetization transactions. It is unlikely that there will be a meaningful amount of cash available for distribution to stockholders in connection with a wind down of the Company's operations or a dissolution and liquidation of the Company. The Company also may determine, following effectiveness of the Form 25 delisting the Company's common stock from Nasdaq, to file a Form 15 with the SEC to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended.