Sesen Bio Receives NASDAQ Delisting Notice; Delisting Notice Underscores Potential For Corporate Dissolution If Merger Is Not Approved By Stockholders

Company Remains Focused on Significant Benefits of Pending Merger with Carisma

Delisting Notice Underscores Potential for Corporate Dissolution if Merger is not Approved by Stockholders

Sesen Bio, Inc. (NASDAQ:SESN) ("Sesen Bio" or the "Company") today announced that it has received notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that, based upon the Company's non-compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, the Company's common stock is subject to delisting.

The Company today issued the following statement:

The receipt of this notice from Nasdaq underscores our belief that, without the pending merger with Carisma Therapeutics Inc. ("Carisma"), the most likely and feasible path for Sesen Bio will be an exchange delisting of our common stock followed by the deregistration of our common stock from the SEC and a court-managed dissolution and liquidation.

As noted previously, a court-managed dissolution and liquidation would be time consuming and expensive and would ultimately provide less value to Sesen Bio stockholders. Only approximately 60%-90%1 of Sesen Bio's cash balance, or approximately $0.40-$0.60 per share2, and potentially less, would be available for an initial distribution, which may not be available for six months or more after an additional stockholder vote. The full liquidation and dissolution process could take up to three years in the Delaware court system to fully settle Sesen Bio's potential future and unknown liabilities.

We are confident that the pending merger with Carisma is a meaningfully better alternative for Sesen Bio stockholders than a court-managed dissolution and liquidation. The Sesen Bio Board of Directors continues to unanimously recommend that all stockholders vote their shares in support of the pending merger in advance of the Special Meeting. We look forward to continuing to engage with stockholders regarding the significant benefits of the merger ahead of our March 2, 2023, Special Meeting of Stockholders.