Filing Details

CUSIP No. 14216R 101

(1) The number of shares of CARISMA Therapeutics Inc. (the “Issuer”) reported is based on the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on October 14, 2022, as amended by the Prospectus Supplement filed with the SEC on February 16, 2023, and giving effect, in connection with the Merger, to the final exchange ratio of 37.9881 provided by the Issuer and the 1-for-20 reverse stock split effective at 5:01 p.m. Eastern Time on March 7, 2023, as reported on the Issuer’s Current Report on Form 8-K filed with the SEC on March 8, 2023.  The number of shares has been amended in this Amendment No. 1 to Schedule 13D to reflect the final exchange ratio, which was not known when the Schedule 13D was originally filed. For the avoidance of doubt, no disposition of shares of the Issuer have been made by the reporting person, and this Amendment No. 1 to Schedule 13D is being filed solely to reflect such final exchange ratio.

(2) As more fully described in Item 5 of this Amendment No. 1 to Schedule 13D, based on 40,254,666 shares of Common Stock of the Issuer (the “Common Stock”) outstanding as of March 19, 2023, the Reporting Person may be deemed to have beneficial ownership of 3,398,248 shares of Common Stock, which is equal to approximately 8.4% of the voting power of issued and outstanding Common Stock as of March 19, 2023.

CUSIP No. 14216R 101

1.	Name of Reporting Person
	HealthCap VII GP S.A.
2.	Check the Appropriate Box if a Member of a Group
	(a)☐		(b)☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			☐
	Not Applicable
6.	Citizenship or Place of Organization
	Switzerland
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		3,398,248(1)(2)
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		3,398,248(1)(2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,398,248(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares			☐
13.	Percent of Class Represented by Amount in Row (11)
	8.4%(3)
14.	Type of Reporting Person
	OO

(1) The number of shares of the Issuer reported is based on the Issuer’s Registration Statement on Form S-4 filed with the SEC on October 14, 2022, as amended by the Prospectus Supplement filed with the SEC on February 16, 2023, giving effect, in connection with the Merger, to the final exchange ratio of 37.9881 provided by the Issuer and the 1-for-20 reverse stock split effective at 5:01 p.m. Eastern Time on March 7, 2023, as reported on the Issuer’s Current Report on Form 8-K filed with the SEC on March 8, 2023.  The number of shares has been amended in this Amendment No. 1 to Schedule 13D to reflect the final exchange ratio, which was not known when the Schedule 13D was originally filed. For the avoidance of doubt, no disposition of shares of the Issuer have been made by the reporting person, and this Amendment No. 1 to Schedule 13D is being filed solely to reflect such final exchange ratio.

(2)  HealthCap VII GP S.A., a corporation organized under the laws of Switzerland, is the sole general partner of HealthCap VII, L.P. and has voting and investment control over the shares. HealthCap VII GP S.A. disclaims beneficial ownership of all shares held by HealthCap VII L.P., except to the extent of their pecuniary interest therein.

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(3) As more fully described in Item 5 of this Amendment No. 1 to Schedule 13D, based on 40,254,666 shares of Common Stock outstanding as of March 19, 2023, the Reporting Person may be deemed to have beneficial ownership of 3,398,248 shares of Common Stock, which is equal to approximately 8.4% of the voting power of issued and outstanding Common Stock as of March 19, 2023.

Item 5.   Interest in Securities of the Issuer.