M&A - CARGO Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-07-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525156413

Filing Summary: On July 7, 2025, CARGO Therapeutics, Inc. entered into an Agreement and Plan of Merger with Concentra Biosciences, LLC and Concentra Merger Sub VII, Inc. The merger agreement involves a cash tender offer for the acquisition of all outstanding shares of CARGO's common stock at a price of $4.379 per share, along with contingent value rights (CVR). The CARGO Board of Directors has unanimously approved the transaction as fair and in the best interests of its stockholders. The completion of the merger is subject to the tendered shares meeting certain conditions, including achieving over 50% of the voting shares. The CVR will be based on future cash flows from specified product candidates and operations of the company post-merger. A limited guaranty has been executed to secure certain obligations under the agreement. Support agreements have been signed with the company's directors and officers for the tendering of shares. A press release announcing the signing of the merger agreement was issued on July 8, 2025.