False 0001485003 0001485003 2022-12-29 2022-12-29

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): January 25, 2023

SESEN BIO, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 001-36296 |  | 26-2025616
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
245 First Street, Suite 1800 Cambridge, MA |  | 02142
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (617) 444-8550
Not Applicable
(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))

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.001 | SESN | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 30, 2023, Sesen Bio, Inc. (the “Company”) issued a press release which included a statement regarding the January 25, 2023 notification to the Company by the Listing Qualifications Department (the “Staff”) 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, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), the Company’s common stock, par value $0.001 (the “Common Stock”), will be delisted from Nasdaq unless the Company requests a hearing before a Nasdaq Hearings Panel (the “Panel”). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The receipt of this notice from Nasdaq underscores the Company’s belief that, without the pending merger with Carisma Therapeutics Inc., the most likely and feasible path for the Company will be a Nasdaq delisting of its Common Stock followed by the deregistration of its Common Stock from the Securities and Exchange Commission and a court-managed dissolution and liquidation.
The Company plans to request a hearing before the Panel, which will stay any delisting action by the Staff and ensure that the Common Stock remains listed and eligible for trading on Nasdaq pending a determination by the Panel.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the minimum bid price requirement of Nasdaq, the Company’s plans to request a hearing before the Nasdaq Hearings Panel, which will stay any delisting action by the Staff and ensure that the Common Stock remains listed and eligible for trading on Nasdaq pending a determination by the Nasdaq Hearings Panel, the Company’s belief that, without the pending merger with Carisma Therapeutics Inc., the most likely and feasible path for the Company will be a Nasdaq delisting of its Common Stock followed by the deregistration of its Common Stock from the Securities and Exchange Commission and a court-managed dissolution and liquidation, which are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the risk that the Company may not meet the minimum bid price requirement in the future, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting and the risk that the Company’s stockholders will not vote to approve a reverse stock split of its Common Stock, among other risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s most recent annual report on Form 10-K and the Company’s quarterly reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in its expectations.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.

99.1 |  | Press Release dated January 30, 2023
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
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.
Date: January 30, 2023

Sesen Bio, Inc.
By: |  | /s/ Thomas R. Cannell, D.V.M.
|  | Thomas R. Cannell, D.V.M.
|  | President and Chief Executive Officer