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    SEC Form SCHEDULE 13G filed by CARGO Therapeutics Inc.

    5/15/25 3:00:49 PM ET
    $CRGX
    Get the next $CRGX alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    CARGO Therapeutics, Inc.

    (Name of Issuer)


    Common stock, par value $0.001 per share

    (Title of Class of Securities)


    14179K101

    (CUSIP Number)


    03/31/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    14179K101


    1Names of Reporting Persons

    Cormorant Asset Management, LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,381,277.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,381,277.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,381,277.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    7.33 %
    12Type of Reporting Person (See Instructions)

    IA


    SCHEDULE 13G

    CUSIP No.
    14179K101


    1Names of Reporting Persons

    Bihua Chen
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    3,381,277.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    3,381,277.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    3,381,277.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    7.33 %
    12Type of Reporting Person (See Instructions)

    IN


    SCHEDULE 13G

    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:

    Cormorant Asset Management, LP Bihua Chen This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
    (b)Address or principal business office or, if none, residence:

    200 Clarendon Street, 52nd Floor Boston, MA 02116
    (c)Citizenship:

    Cormorant Asset Management, LP - Delaware Bihua Chen - United States
    (d)Title of class of securities:

    Common stock, par value $0.001 per share
    (e)CUSIP No.:

    14179K101
    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:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    3,381,277
    (b)Percent of class:

    7.33  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    0

     (ii) Shared power to vote or to direct the vote:

    3,381,277

     (iii) Sole power to dispose or to direct the disposition of:

    0

     (iv) Shared power to dispose or to direct the disposition of:

    3,381,277 The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2025, as filed with the Securities and Exchange Commission on May 8, 2025, that there were shares of 46,113,353 Common Stock of the Issuer outstanding as of May 2, 2025.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


    See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
    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.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

        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.

     
    Cormorant Asset Management, LP
     
    Signature:/s/ Bihua Chen
    Name/Title:Bihua Chen, Managing Member
    Date:05/15/2025
     
    Bihua Chen
     
    Signature:/s/ Bihua Chen
    Name/Title:Bihua Chen
    Date:05/15/2025
    Exhibit Information

    JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 15, 2025 Cormorant Asset Management, LP By: Cormorant Asset Management GP, LLC its General Partner By: /s/ Bihua Chen Bihua Chen, Managing Member Bihua Chen By: /s/ Bihua Chen Bihua Chen

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