On May 12, 2023 Carisma Therapeutics Inc. (the "Company"), reported to have entered into an Amended and Restated Open Market Sale AgreementSM (the "A&R Sale Agreement") with Jefferies LLC, as sales agent ("Jefferies"), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share (the "Shares"), from time to time through Jefferies (Filing, 8-K, Carisma Therapeutics, MAY 12, 2023, View Source [SID1234631603]). The Company has also filed a prospectus supplement (the "Prospectus Supplement") under the Company’s universal shelf registration statement on Form S-3 (File No. 333-271295) that was originally filed with the Securities and Exchange Commission (the "SEC") on April 17, 2023 and declared effective by the SEC on May 2, 2023 (the "Registration Statement"). Pursuant to the Prospectus Supplement, the Company may offer and sell Shares having an aggregate offering price of up to $100.0 million.

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The Company previously filed prospectus supplements with the SEC under the Company’s universal shelf registration statements on Form S-3/A (File No. 333-223750) on November 29, 2020 and February 7, 2021 and on Form S-3 (File No. 333-255943) on June 1, 2021 and July 14, 2021 relating to the offering and sale of the Company’s common stock pursuant to the Open Market Sale AgreementSM, dated as of November 29, 2019, as amended, with Jefferies (the "Original Sale Agreement"). Prior to entering into the A&R Sale Agreement, the Company had remaining capacity to sell up to approximately $97.8 million of the Company’s common stock pursuant to the Original Sale Agreement under the prior prospectus supplement dated July 14, 2021. The Prospectus Supplement supersedes and replaces all prior prospectus supplements relating to the offering and sale of shares of the Company’s common stock pursuant to the Original Sale Agreement and the A&R Sale Agreement supersedes and replaces the Original Sale Agreement in all respects.

Upon delivery of an issuance notice and subject to the terms and conditions of the A&R Sale Agreement, Jefferies may sell the Shares at market prices by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act").

The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. Jefferies will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices.

The Company has agreed to pay Jefferies commissions for its services of acting as sales agent of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the A&R Sale Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights.

A copy of the A&R Sale Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the A&R Sale Agreement is qualified in its entirety by reference to such exhibit.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.