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    SEC Form 8-K filed by CARGO Therapeutics Inc.

    6/20/25 5:30:05 PM ET
    $CRGX
    Get the next $CRGX alert in real time by email
    8-K
    false 0001966494 0001966494 2025-06-18 2025-06-18
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 18, 2025

     

     

    CARGO Therapeutics, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-41859   84-4080422

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    835 Industrial Road

    Suite 400

     
    San Carlos, California   94070
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s Telephone Number, Including Area Code: (650) 499-8950

    N/A

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common stock, par value $0.001 per share   CRGX   The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☒

    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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.07 Submission of Matters to a Vote of Security Holders

    On June 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 21, 2025, the record date for the Annual Meeting, 46,110,228 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

    Proposal 1. Election of Directors

    The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results are as follows:

     

         Votes For    Votes Withheld    Broker Non-Votes

    Abraham Bassan

       31,499,768    465,443    7,886,769

    Kapil Dhingra

       28,473,764    3,491,447    7,886,769

    David Lubner

       31,171,187    794,024    7,886,769

    Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm

    The Company’s stockholders ratified the selection by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:

     

    Votes For

      

    Votes Against

      

    Abstentions

    39,832,056    18,931    993


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

          CARGO THERAPEUTICS, INC.
    Date: June 20, 2025     By:  

    /s/ Anup Radhakrishnan

         

    Anup Radhakrishnan

    Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

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