Sesen Bio gets shareholders’ approval for merger with Carisma Therapeutics

Nasdaq-listed Sesen Bio said that its stockholders have approved the previously announced merger deal with Carisma Therapeutics aimed at creating a clinical-stage biotechnology company for advancing engineered macrophages for the treatment of serious disorders such as cancer.

Carisma Therapeutics is a privately held, clinical stage biopharma company involved in discovering and developing innovative immunotherapies.

Sesen Bio, on the other hand, is a late-stage clinical company which focused on advancing targeted fusion protein therapeutics for the treatment of cancer.

The all-stock deal was announced in September 2022.

The combined company will concentrate on advancing Carisma Therapeutics’ cell therapy technology that makes use of monocytes and macrophages engineered to possibly transform treatments for cancer as well as other serious diseases.

Carisma Therapeutics is engaged in the development of chimeric antigen receptor macrophage (CAR-M) therapies.

The combined company is likely to operate as Carisma Therapeutics Inc. and trade on Nasdaq under the “CARM” ticker symbol. It will have around $180 million in cash or cash equivalents, as well as marketable securities.

The cash reserves will be utilized to advance Carisma Therapeutics’ pipeline by way of numerous scheduled and ongoing important data readouts in a variety of clinical trials, as well as to pay for capital expenditures and operating costs requirements until 2024.

Sesen Bio’s stockholders are expected to hold approximately 41.7 percent of the combined company, while Carisma Therapeutics’ stockholders will own the remaining stake of 58.3 percent.

Dr. Thomas Cannell — Sesen Bio President and CEO said: “We are pleased with the outcome of today’s Special Meeting and thank our stockholders for their support of the merger with Carisma. The fact that over 88% of stockholders voted in favor of the merger provides further confidence that our thorough strategic process maximizes value for stockholders.

“Throughout the process, we have been actively conserving capital and we are closing the merger with approximately $150 million in cash and cash equivalents, of which roughly half will go directly to Sesen Bio stockholders in the form of a $75 million special dividend we announced today, with the remainder going toward funding the combined company.”

Subject to the usual closing conditions, the merger is expected to be completed on 7 March 2023.