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Schedule 13D/A highlights Tang Capital Management, Kevin Tang and affiliated investment vehicles disclosed updated ownership and transaction details regarding Cargo Therapeutics, Inc. ("CRGX").
- Beneficial ownership: The reporting group controls 3,059,630 common shares, representing 6.6 % of the 46,113,353 shares outstanding. Voting and dispositive power over the shares is shared among Tang Capital Management, Tang Capital Partners (TCP), Tang Capital Partners International (TCPI) and Kevin Tang.
- Source of funds: Approximately $22 million of working capital from TCP and TCPI, held in margin accounts, was used to acquire the stake.
- New strategic development 鈥� signed Merger Agreement (7 July 2025):
- Buyer: Concentra Biosciences, LLC; vehicle: Concentra Merger Sub VII, Inc.
- Tender-offer price: $4.379 in cash per CRGX share plus one contingent value right (CVR).
- Subsequent merger: Merger Sub will merge into Cargo Therapeutics, with Cargo surviving as a Concentra subsidiary.
- Key closing conditions: (i) >50 % of outstanding shares tendered; (ii) Closing Net Cash 鈮� $217.5 million; (iii) customary regulatory and procedural conditions.
- Limited guaranty: TCP provided a guarantee capped at $213.1 million for certain obligations under the Merger Agreement.
- CVR structure: Holders will be entitled to (i) 100 % of Closing Net Cash above $217.5 million, and (ii) 80 % of net proceeds from any sale, transfer or license of CRG-022, CRG-023 or the company鈥檚 allogeneic platform occurring within two years post-merger, subject to a $250 k expense cap.
- No recent trading activity: The reporting persons executed no CRGX share transactions during the past 60 days.
The amendment primarily informs investors of the cash-and-CVR takeover proposal, outlines financial protections (guaranty, cash threshold) and updates the group鈥檚 unchanged 6.6 % ownership position.
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