Registration and prospectus / CARGO Therapeutics, Inc. Common Stock | Tables in SEC filings

CRGX CARGO Therapeutics, Inc. Common Stock

IPO registration

Exhibit Index



Exhibit Number		Incorporated by Reference			Filed Herewith
Exhibit Number	Description	Form	Date	Number	Filed Herewith

3.1	Amended and Restated Certificate of Incorporation, as amended, currently in effect.	8-K	11/14/2023	3.1

3.2	Bylaws, as amended, currently in effect.	8-K	11/14/2023	3.2

4.1	Reference is made to Exhibits 3.1 through 3.2

4.2	Form of Common Stock Certificate.	S-1/A	11/6/2023	4.2

4.3	Amended and Restated Investors’ Rights Agreement, dated, February 9, 2023, by and among the Registrant and the investors listed therein.	S-1	10/20/2023	4.3

5.1	Opinion of Latham & Watkins LLP.				X

10.1	Lease Agreement dated December 11, 2023 between ARE-San Francisco No. 63, LLC and CARGO Therapeutics, Inc.	10-K	03/21/2024	10.1

10.2#	CARGO Therapeutics, Inc. 2023 Incentive Award Plan.	S-8	11/14/2023	99.2(a)

10.3#	CARGO Therapeutics, Inc. 2023 Employee Stock Purchase Plan.	S-8	11/14/2023	99.3

10.4#	Form of Stock Option Grant Notice and Stock Option Agreement Under the 2023 Incentive Award Plan.	S-8	11/14/2023	99.2(b)

10.5#	Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Incentive Award Plan.	S-8	11/14/2023	99.2(c)

10.6(a)†	Exclusive License Agreement effective August 1, 2022, by and between CARGO Therapeutics, Inc. and the Board of Trustees of the Leland Stanford Junior University.	S-1	10/20/2023	10.1(a)

10.6(b)†	Amendment No. 1 to Exclusive License Agreement effective August 1, 2022, by and between CARGO Therapeutics, Inc. and the Board of Trustees of the Leland Stanford Junior University.	S-1	10/20/2023	10.1(b)

10.7	License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited.	S-1/A	11/1/2023	10.2

10.8	Patent License Agreement, dated March 16, 2022, by and between CARGO Therapeutics, Inc. and the National Cancer Institute.	S-1	10/20/2023	10.3

10.9	Patent License Agreement, dated February 24, 2023, by and between CARGO Therapeutics, Inc. and the National Cancer Institute.	S-1	10/20/2023	10.4



	Common stock beneficially owned before this offering				Maximum number of shares of common stock to be sold pursuant to this prospectus		Common stock beneficially owned upon completion of this offering
Selling Securityholder	Number		Percentage		Number		Number		Percentage
Entities Affiliated with EcoR1 Capital LLC(1)		1,470,000		3.21%		1,470,000		—		*
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund(2)		350,313		*		169,762		180,551		*
Fidelity Capital Trust: Fidelity Stock Selector Small Cap Fund(3)		370,332		*		144,169		226,163		*
Fidelity Securities Fund: Fidelity Series Small Cap Opportunities Fund(4)		701,306		1.53%		242,628		458,678		1.00%
Fidelity Securities Fund: Fidelity Small Cap Growth Fund(5)		885,766		1.93%		274,325		611,441		1.33%
Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund(6)		339,156		*		114,503		224,653		*



	Common stock beneficially owned before this offering				Maximum number of shares of common stock to be sold pursuant to this prospectus		Common stock beneficially owned upon completion of this offering
Selling Securityholder	Number		Percentage		Number		Number		Percentage
Fidelity Securities Fund: Fidelity Small Cap Growth Fund(7)		46,530		*		17,769		28,761		*
Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund(8)		17,583		*		6,844		10,739		*
Woodline Partners LP(9)		765,000		1.67%		765,000		—		*
Saturn V Capital, LP(10)		452,612		*		293,879		158,733		*
Blackwell Partners LLC – Series A(11)		362,607		*		236,121		126,486		*
Opaleye, L.P.(12)		500,000		1.09%		500,000		—		*
Entities Advised or Subadvised by T. Rowe Price Associates, Inc.(13)		3,299,632		7.19%		460,000		2,839,632		6.19%
Novo Holdings A/S(14)		1,544,000		3.37%		294,000		1,250,000		2.73%
Entities Affiliated with RTW Investments, LP(15)		4,637,467		9.99%		294,000		4,670,097		9.99%
Samsara BioCapital, L.P.(16)		4,415,689		9.63%		294,000		4,121,689		8.99%
Wellington Biomedical Innovation Master Investors (Cayman) II L.P. (17)		1,325,000		2.89%		294,000		1,031,000		2.25%
Perceptive Life Sciences Master Fund Ltd.(18)		770,169		1.68%		235,000		535,169		1.17%
ABG V-Cargo Limited(19)		912,000		1.99%		175,000		737,000		1.61%
CVI Investments, Inc.(20)		70,000		*		70,000		—		*
Third Rock Ventures VI, L.P.(21)		1,393,333		3.04%		60,000		1,333,333		2.91%
Entities Affiliated with Sphera Funds(22)		155,506		*		60,000		95,506		*



	Amount paid or to be paid
SEC registration fee	$	16,523.57
Legal fees and expenses		100,000.00
Accounting fees and expenses		65,000.00
Miscellaneous		18,476.43

Total	$	200,000.00



Exhibit Number		Incorporated by Reference			Filed Herewith
Exhibit Number	Description	Form	Date	Number	Filed Herewith

10.10#	Employment Agreement by and between CARGO Therapeutics, Inc. and Gina Chapman.	S-1	10/20/2023	10.8

10.11#	Employment Agreement by and between CARGO Therapeutics, Inc. and Anup Radhakrishnan.	S-1	10/20/2023	10.9

10.12#	Employment Agreement by and between CARGO Therapeutics, Inc. and Shishir Gadam.	S-1	10/20/2023	10.10

10.13#	Employment Agreement by and between CARGO Therapeutics, Inc. and Ginna Laport.	S-1	10/20/2023	10.14

10.14	Form of Indemnification and Advancement Agreement for directors and officers.	S-1	10/20/2023	10.12

10.15(a)	Sublease Agreement, dated November 4, 2021, by and between BigHat Biosciences, Inc. and CARGO Therapeutics, Inc. (f/k/a Syncopation Life Sciences, Inc.).	S-1	10/20/2023	10.13(a)

10.15(b)	First Amendment to Sublease Agreement, dated August 17, 2022, by and between BigHat Biosciences, Inc. and CARGO Therapeutics, Inc. (f/k/a Syncopation Life Sciences, Inc.).	S-1	10/20/2023	10.13(b)

10.16#	Non-Employee Director Compensation Program.	S-1/A	11/6/2023	10.14

10.17	Amendment No. 1 to License and Supply Agreement, dated June 24, 2022, by and between the Registrant and Oxford Biomedica (UK) Limited.	10-Q	05/14/2024	10.1

10.18	Exchange Agreement, dated January 12, 2024, by and between the Registrant and the Investors listed therein, and Form of Warrant.	10-Q	05/14/2024	10.2

10.19	Form of Securities Purchase Agreement, dated May 28, 2024, by and among the Company and the Purchasers.	8-K	05/28/2024	10.1

23.1	Consent of Independent Registered Public Accounting Firm.				X

23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1).				X

24.1	Power of Attorney (included in the signature page hereto).				X

107	Filing Fee Table.				X

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