UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cargo Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.001 par value per share
(Title of Class of Securities)
14179K 10 1
(CUSIP Number)
November 14, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 14179K 10 1 | |
| 1. |
Names of Reporting Persons
Nextech VII Oncology SCSp |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Luxembourg |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,642,502 shares |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
2,642,502 shares | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,502 shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | This Schedule 13G is filed by Nextech VII Oncology SCSp (“Nextech VII LP”), Nextech VII GP S.à. r.l. (“Nextech VII GP”), Ian Charoub, (“Charoub”), Costas Constantinides (“Constantinides”) and Rocco Sgobbo (“Sgobbo” and, with Nextech VII LP, Nextech VII GP, Charoub and Constantinides, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 13, 2023. |
2
| CUSIP No. 14179K 10 1 | |
| 1. |
Names of Reporting Persons
Nextech VII GP S.à. r.l. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Luxembourg |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
2,642,502 shares |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
2,642,502 shares | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,502 shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the SEC on November 13, 2023. |
3
| CUSIP No. 14179K 10 1 | |
| 1. |
Names of Reporting Persons
Ian Charoub |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Sweden |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,642,502 shares | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,642,502 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,502 shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the SEC on November 13, 2023. |
4
| CUSIP No. 14179K 10 1 | |
| 1. |
Names of Reporting Persons
Costas Constantinides |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cyprus |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,642,502 shares | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,642,502 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,502 shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the SEC on November 13, 2023. |
5
| CUSIP No. 14179K 10 1 | |
| 1. |
Names of Reporting Persons
Rocco Sgobbo |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x (1) |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Switzerland |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,642,502 shares | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,642,502 shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,642,502 shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
6.8% (2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the SEC on November 13, 2023. |
6
| Item 1. | ||
| (a) |
Name of Issuer Cargo Therapeutics, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 1900 Alameda De Las Pulgas, Suite 350, San Mateo, CA 94403 | |
| Item 2. | ||
| (a) |
Name of Person Filing Nextech VII Oncology SCSp (“Nextech VII LP”) Nextech VII GP S.à. r.l. (“Nextech VII GP”) Ian Charoub (“Charoub”) Costas Constantinides (“Constantinides”) Rocco Sgobbo (“Sgobbo”) | |
| (b) |
Address of Principal Business Office or, if none, Residence 8 rue Lou Hemmer L-1748 Luxembourg-Findel Grand-Duché de Luxembourg | |
| (c) | Citizenship | ||
| Name | Citizenship or Place of Organization | ||
| Nextech VII LP | Luxembourg | ||
| Nextech VII GP | Luxembourg | ||
| Charoub | Sweden | ||
| Constantinides | Cyprus | ||
| Sgobbo | Switzerland | ||
| (d) |
Title of Class of Securities Common Stock, $0.001 par value (“Common Stock”) | |
| (e) |
CUSIP Number 14179K 10 1 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable |
7
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of November 21, 2023: | |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) | |||||||||||||||||||||
| Nextech VII LP (1) | 2,642,502 | 2,642,502 | 0 | 2,642,502 | 0 | 2,642,502 | 6.8 | % | ||||||||||||||||||||
| Nextech VII GP (1) | 0 | 2,642,502 | 0 | 2,642,502 | 0 | 2,642,502 | 6.8 | % | ||||||||||||||||||||
| Charoub (1) | 0 | 0 | 2,642,502 | 0 | 2,642,502 | 2,642,502 | 6.8 | % | ||||||||||||||||||||
| Constantinides (1) | 0 | 0 | 2,642,502 | 0 | 2,642,502 | 2,642,502 | 6.8 | % | ||||||||||||||||||||
| Sgobbo (1) | 0 | 0 | 2,642,502 | 0 | 2,642,502 | 2,642,502 | 6.8 | % | ||||||||||||||||||||
| (1) | The shares are held by Nextech VII LP. Nextech VII GP serves as the sole general partner of Nextech VII LP and has sole voting and investment control over the shares owned by Nextech VII LP and may be deemed to own beneficially the shares held by Nextech VII LP. Nextech VII GP owns no securities of the Issuer directly. Charoub, Constantinides and Sgobbo are members of the board of managers of Nextech VII GP and share voting and dispositive power over the shares held by Nextech VII LP, and may be deemed to own beneficially the shares held by Nextech VII LP. Charoub, Constantinides and Sgobbo own no securities of the Issuer directly. |
| (2) | This percentage is calculated based on 38,672,544 shares of Common Stock outstanding as of November 14, 2023 upon the closing of the Issuer’s public offering, as reported in the prospectus dated November 9, 2023 filed by the Issuer with the SEC on November 13, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable |
| Item 9. | Notice of Dissolution of Group |
| Not applicable |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
8
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 21, 2023
| Nextech VII Oncology SCSp | ||
| By: | Nextech VII GP S.à. r.l. | |
| its | General Partner | |
| By: | /s/ Ian Charoub | |
| Name: Ian Charoub | ||
| Title: Manager | ||
| By: | /s/ Costas Constantinides | |
| Name: Costas Constantinides | ||
| Title: Manager | ||
| Nextech VII GP S.à. r.l. | ||
| By: | /s/ Ian Charoub | |
| Name: Ian Charoub | ||
| Title: Manager | ||
| By: | /s/ Costas Constantinides | |
| Name: Costas Constantinides | ||
| Title: Manager | ||
| /s/ Ian Charoub | ||
| Ian Charoub | ||
| /s/ Costas Constantinides | ||
| Costas Constantinides | ||
| /s/ Rocco Sgobbo | ||
| Rocco Sgobbo | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
9
Exhibit(s):
| A | Joint Filing Agreement |
10
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Cargo Therapeutics, Inc. is filed on behalf of each of us.
Dated: November 21, 2023
| Nextech VII Oncology SCSp | ||
| By: | Nextech VII GP S.à. r.l. | |
| its | General Partner | |
| By: | /s/ Ian Charoub | |
| Name: Ian Charoub | ||
| Title: Manager | ||
| By: | /s/ Costas Constantinides | |
| Name: Costas Constantinides | ||
| Title: Manager | ||
| Nextech VII GP S.à. r.l. | ||
| By: | /s/ Ian Charoub | |
| Name: Ian Charoub | ||
| Title: Manager | ||
| By: | /s/ Costas Constantinides | |
| Name: Costas Constantinides | ||
| Title: Manager | ||
| /s/ Ian Charoub | ||
| Ian Charoub | ||
| /s/ Costas Constantinides | ||
| Costas Constantinides | ||
| /s/ Rocco Sgobbo | ||
| Rocco Sgobbo | ||