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SCHEDULE 13D/A 0001214659-25-003297 0001232621 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 08/19/2025 false 0001966494 14179K101 Cargo Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos CA 94070 Kevin Tang 858-200-3830 4747 Executive Drive Suite 210 San Diego CA 92121 0001232621 N TANG CAPITAL MANAGEMENT, LLC WC N DE 0.00 10000.00 0.00 10000.00 10000.00 N 100 OO 0001178579 N KEVIN TANG WC N X1 0.00 10000.00 0.00 10000.00 10000.00 N 100 IN 0001191935 N TANG CAPITAL PARTNERS, LP WC N DE 0.00 10000.00 0.00 10000.00 10000.00 N 100 PN 0002064011 N TANG CAPITAL PARTNERS INTERNATIONAL, LP WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0002036763 N TANG CAPITAL PARTNERS III, INC WC N NV 0.00 0.00 0.00 0.00 0.00 N 0 CO 0002036770 N TANG CAPITAL PARTNERS IV, INC WC N NV 0.00 0.00 0.00 0.00 0.00 N 0 CO 0001970065 N CONCENTRA BIOSCIENCES, LLC AF N DE 0.00 10000.00 0.00 10000.00 10000.00 N 100 OO Y CONCENTRA MERGER SUB VII, INC. AF N DE 0.00 0.00 0.00 0.00 0.00 N 0 CO Common Stock, par value $0.001 per share Cargo Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos CA 94070 This Schedule 13D/A (this "Statement") amends the Schedule 13D (the "Original Schedule 13D") filed on February 21, 2025, as amended on July 9, 2025. Items 4, 5 and 7 of the Statement are hereby amended and supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Statement shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D. Item 4 of the Schedule 13D is amended by adding the following: Closing of the Merger: As previously disclosed, each of Concentra, the Issuer and Merger Sub entered into the Merger Agreement, which provides for an Offer by Merger Sub for all of the Issuer's Common Stock. The Offer commenced on July 21, 2025. On August 19, 2025, the Offer expired and Merger Sub accepted for purchase a total of 34,569,840 shares tendered and not withdrawn, representing approximately 71.48% of the total shares of the Issuer issued and outstanding. Following the expiration of the Offer, Merger Sub merged with and into the Issuer on August 19, 2025, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into the right to receive the Offer Price, with the Issuer surviving as a wholly owned subsidiary of Concentra. The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof the Reporting Persons beneficially own an aggregate of 10,000 shares of the Issuer's Common Stock, representing 100% of the outstanding shares. See item 5(a) above. Except as described in this Amendment No. 2, there have been no transactions in the Issuer's Common Stock during the past 60 days by the Reporting Persons. No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons. Not applicable. Exhibit 1: Joint Filing Agreement by and among the Reporting Persons (filed as Exhibit 1 of the 13D filed on February 21, 2025 by the Reporting Persons with respect to the Common Stock of the Issuer). Exhibit 2: Schedule A: Transactions during the past 60 days (filed as Exhibit 2 of the 13D filed on February 21, 2025 by the Reporting Persons with respect to the Common Stock of the Issuer). Exhibit 3: Agreement and Plan of Merger, dated July 7, 2025, by and among Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc. and Cargo Therapeutics, Inc. (filed as Exhibit 2.1 of the Issuer's Current Report filed on Form 8-K on July 8, 2025). Exhibit 4: Schedule TO (filed by Concentra on July 21, 2025). Exhibit 5: Offer to Purchase, dated July 21, 2025 (filed as Exhibit (a)(1)(A) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 6: Form of Letter of Transmittal (filed as Exhibit (a)(1)(B) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 7: Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as Exhibit (a)(1)(C) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 8: Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as Exhibit (a)(1)(D) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 9: Confidentiality Agreement, dated March 28, 2025, between Cargo and TCM (filed as Exhibit (d)(2) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 10: Limited Guaranty, dated July 7, 2025 (filed as Exhibit (d)(3) to the Schedule TO filed by Concentra on July 21, 2025). Exhibit 11: Joint Filing Agreement, dated August 21, 2025, by and among the Reporting Persons. TANG CAPITAL MANAGEMENT, LLC /s/ Kevin Tang Manager 08/21/2025 KEVIN TANG /s/ Kevin Tang Self 08/21/2025 TANG CAPITAL PARTNERS, LP /s/ Kevin Tang Manager, Tang Capital Management, LLC, General Partner 08/21/2025 TANG CAPITAL PARTNERS INTERNATIONAL, LP /s/ Kevin Tang Manager, Tang Capital Management, LLC, General Partner 08/21/2025 TANG CAPITAL PARTNERS III, INC /s/ Kevin Tang Chief Executive Officer 08/21/2025 TANG CAPITAL PARTNERS IV, INC /s/ Kevin Tang Chief Executive Officer 08/21/2025 CONCENTRA BIOSCIENCES, LLC /s/ Kevin Tang Chief Executive Officer 08/21/2025 CONCENTRA MERGER SUB VII, INC. /s/ Kevin Tang Chief Executive Officer 08/21/2025