Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001068238-23-000046 0001645161 XXXXXXXX LIVE 5 Common Stock, $0.001 par value per share 08/27/2025 false 0001485003 14216R101 Carisma Therapeutics Inc. 3675 Market Street Suite 401 Philadelphia PA 19104 HealthCap VII, L.P. 4121 614 3500 Represented by HealthCap Investments SA 23 Avenue Villamont Lausanne V8 CH-1005 Louis E. Rambo (202) 416-6800 Proskauer Rose LLP 1001 Pennsylvania Ave. NW, Suite 600 S Washington DC 20004-2533 0001645161 N HealthCap VII, L.P. b WC N DE 2014372 0 2014372 0 2014372 N 4.8 PN Y HealthCap VII GP LLC b AF N DE 2014372 0 2014372 0 2014372 N 4.8 PN Common Stock, $0.001 par value per share Carisma Therapeutics Inc. 3675 Market Street Suite 401 Philadelphia PA 19104 Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and supplemented as follows: The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentages set forth in row 13 are based on 41,788,096 shares of Common Stock outstanding as of August 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024. The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. The Reporting Persons have effected the following transactions related to the Common Stock since the filing of Amendment No. 4 to the Schedule 13D on August 21, 2025: Sold 147,884 shares of Common Stock on August 22, 2025 at a price of $0.231 per share; sold 92,900 shares of Common Stock on August 25, 2025 at a price of $0.231 per share; sold 80,201 shares of Common Stock on August 26, 2025 at a price of $0.235 per share; sold 110,214 shares of Common Stock on August 27, 2025 at a price of $0.229 per share; sold 184,500 shares of Common Stock on August 28, 2025 at a price of $0.24667 per share; and sold 91,852 shares of Common Stock on August 29, 2025 at a price of $0.22037 per share. Except as set forth above and as previously disclosed, the Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days. On August 29, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. HealthCap VII, L.P. /s/ Dag Richter By: HealthCap VII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director 08/29/2025 /s/ Fabrice Bernhard By: HealthCap VII GP LLC, its general partner; By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager 08/29/2025 HealthCap VII GP LLC /s/ Dag Richter By: HealthCap Investments SA, its investment manager; By: Dag Richter, Director 08/29/2025 /s/ Fabrice Bernhard By: HealthCap Investments SA, its investment manager; By: Fabrice Bernhard, General Manager 08/29/2025