Carisma Therapeutics Inc 2024年度报告

FORM10-K____________________________________________________________ (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Carisma Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter)____________________________________________________________ Registrant’s telephone number, including area code: (267)491-6422____________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox The aggregate market value of the voting and non-voting common equity held by non-affiliates based on the closing sale price as reported on The Nasdaq Stock MarketLLC, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 28, 2024, was $53,095,128. The registrant had41,788,096shares of common stock, $0.001 par value per share, outstanding as of March26, 2025. The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2024. Portions ofsuch definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I. Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PART II. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities98[Reserved]98Management's Discussion and Analysis of Financial Condition and Results of Operations99Quantitative and Qualitative Disclosures About Market Risk110Financial Statements and Supplementary Data112Changes in and Disagreements With Accountants on Accounting and Financial Disclosure137Controls and Procedures137Other Information137Disclosure Regarding Foreign Jurisdictions that Prevent Inspections138 Item 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III.Item 10.Item 11.Item 12.Item 13.Item 14. Directors, Executive Officers and Corporate Governance138Executive Compensation138Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters139Certain Relationships and Related Transactions, and Director Independence139Principal Accountant Fees and Services139 Item 15.Exhibits and Financial