Amendment: SEC Form SC 13G/A filed by CARGO Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cargo Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
14179K 10 1
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
x
¨ |
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 14179K 10 1 | |||
| 1. | Names of Reporting Persons
Samsara BioCapital, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
4,415,689 (2) | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
4,415,689 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,415,689 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.6% (3) | ||
| 12. | Type of Reporting Person (See Instructions)
PN | ||
| (1) | This Schedule 13G is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”) and Dr. Srinivas Akkaraju (“Akkaraju”) (and together with Samsara LP, Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. |
| (3) | This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on August 12, 2024. |
2
| CUSIP No. 14179K 10 1 | |||
| 1. | Names of Reporting Persons
Samsara BioCapital GP, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
4,415,689 (2) | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
4,415,689 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,415,689 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.6% (3) | ||
| 12. | Type of Reporting Person (See Instructions)
OO | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. |
| (3) | This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2024. |
3
| CUSIP No. 14179K 10 1 | |||
| 1. | Names of Reporting Persons
Dr. Srinivas Akkaraju | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization
United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
4,415,689 (2) | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
4,415,689 (2) | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,415,689 (2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9)
9.6% (3) | ||
| 12. | Type of Reporting Person (See Instructions)
IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. |
| (3) | This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2024. |
4
| Item 1. | |||||
| (a) | Name of Issuer
Cargo Therapeutics, Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices
835 Industrial Road, Suite 400, San Carlos, CA 94070 | ||||
| Item 2. | |||||
| (a) | Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”) Samsara BioCapital GP, LLC (“Samsara GP”) Srinivas Akkaraju (“Akkaraju”) | ||||
| (b) | Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC 628 Middlefield Road Palo Alto, CA 94301 | ||||
| (c) | Citizenship Entities:
Individuals: |
Samsara LP
Samsara GP
Akkaraju |
-
-
- |
Delaware
Delaware
United States | |
| (d) | Title of Class of Securities
Common Stock, $0.001 par value (“Common Stock”) | ||||
| (e) | CUSIP Number
14179K 10 1 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
| Not applicable | |||||
| Item 4. | Ownership | ||||
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of November 14, 2024: | |||||
| Reporting Persons | Shares
Held Directly | Sole Voting Power | Shared Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership (1) | Percentage of Class (2) | |||||||||||||||||||||
| Samsara LP | 4,415,689 | 0 | 4,415,689 | 0 | 4,415,689 | 4,415,689 | 9.6 | % | ||||||||||||||||||||
| Samsara GP | 0 | 0 | 4,415,689 | 0 | 4,415,689 | 4,415,689 | 9.6 | % | ||||||||||||||||||||
| Akkaraju | 0 | 0 | 4,415,689 | 0 | 4,415,689 | 4,415,689 | 9.6 | % | ||||||||||||||||||||
| (1) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. |
| (2) | This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2024. |
5
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
Samsara BioCapital, L.P.
| By: | Samsara BioCapital GP, LLC | |
| its | General Partner | |
| By: | /s/ Srinivas Akkaraju | |
| Name: Srinivas Akkaraju | ||
| Title: Managing Member |
Samsara BioCapital GP, LLC
| By: | /s/ Srinivas Akkaraju | |
| Name: Srinivas Akkaraju | ||
| Title: Managing Member | ||
| /s/ Srinivas Akkaraju | ||
| Srinivas Akkaraju |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
7
Exhibit(s):
| A | Joint Filing Agreement |
8
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Cargo Therapeutics, Inc. is filed on behalf of each of us.
Dated: November 14, 2024
Samsara BioCapital, L.P.
| By: | Samsara BioCapital GP, LLC | |
| its | General Partner | |
| By: | /s/ Srinivas Akkaraju | |
| Name: Srinivas Akkaraju | ||
| Title: Managing Member |
Samsara BioCapital GP, LLC
| By: | /s/ Srinivas Akkaraju | |
| Name: Srinivas Akkaraju | ||
| Title: Managing Member | ||
| /s/ Srinivas Akkaraju | ||
| Srinivas Akkaraju |