UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Cargo Therapeutics, Inc.

(Name of Issuer)

 

Common stock, $0.001 par value per share

(Title of Class of Securities)

 

14179K 10 1

(CUSIP Number)

 

September 30, 2024

(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

 

Red Tree Venture Fund, L.P.

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

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,100,732 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,100,732 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,100,732 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

4.6% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       

(1)This Schedule 13G is filed by Red Tree Venture Fund, L.P. (“Red Tree LP”), Red Tree GP, LLC (Red Tree GP”) and Heath Lukatch (“Lukatch” and, with Red Tree LP and Red Tree GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of 2,100,732 shares of Common Stock held by Red Tree LP. Red Tree GP serves as the sole general partner of Red Tree LP and shares voting and dispositive power over the shares owned by Red Tree LP. Lukatch is the Managing Director of Red Tree GP and shares voting and dispositive power over the shares held by Red Tree LP.

 

(3)This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.

 

 2

 

 

CUSIP No.   14179K 10 1
1.

Names of Reporting Persons

 

Red Tree GP, LLC

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

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,100,732 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,100,732 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,100,732 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

4.6% (3)

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)Consists of 2,100,732 shares of Common Stock held by Red Tree LP. Red Tree GP serves as the sole general partner of Red Tree LP and shares voting and dispositive power over the shares owned by Red Tree LP. Lukatch is the Managing Director of Red Tree GP and shares voting and dispositive power over the shares held by Red Tree LP.

 

(3)This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.

 

 3

 

 

CUSIP No.   14179K 10 1
1.

Names of Reporting Persons

 

Heath Lukatch

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

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,100,732 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,100,732 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,100,732 (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

4.6% (3)

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)Consists of 2,100,732 shares of Common Stock held by Red Tree LP. Red Tree GP serves as the sole general partner of Red Tree LP and shares voting and dispositive power over the shares owned by Red Tree LP. Lukatch is the Managing Director of Red Tree GP and shares voting and dispositive power over the shares held by Red Tree LP.

 

(3)This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.

 

 4

 

 

Item 1.
  (a)

Name of Issuer

Cargo Therapeutics, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

835 Industrial Road, Suite 400, San Carlos, CA 94070

 
Item 2.
  (a)

Name of Person Filing

Red Tree Venture Fund, L.P. (“Red Tree LP”)

Red Tree GP, LLC (Red Tree GP”)

Heath Lukatch (“Lukatch”)

  (b)

Address of Principal Business Office or, if none, Residence

2055 Woodside Road, Suite 270, Redwood City, CA 94061.

  (c) Citizenship
    Entities: Red Tree LP - Delaware
    Entities: Red Tree GP - Delaware
    Individuals: Lukatch - United States

  (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
 
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 October 21, 2024:

 

Reporting
Persons		 

Shares Held

Directly

 

Sole

Voting

Power

 

Shared

Voting

Power

 

Sole

Dispositive

Power

 

Shared

Dispositive

Power

 

Beneficial

Ownership

 

Percentage

of Class (2)

 
Red Tree LP (1)   2,100,732   0   2,100,732   0   2,100,732   2,100,732   4.6%
Red Tree GP (1)   0   0   2,100,732   0   2,100,732   2,100,732   4.6%
Lukatch (1)   0   0   2,100,732   0   2,100,732   2,100,732   4.6%

 

(1) Consists of 2,100,732 shares of Common Stock held by Red Tree LP. Red Tree GP serves as the sole general partner of Red Tree LP and shares voting and dispositive power over the shares owned by Red Tree LP. Lukatch is the Managing Director of Red Tree GP and shares voting and dispositive power over the shares held by Red Tree LP.
(2) This percentage is calculated based on 45,904,634 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024.

 

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   x

 

 5

 

 

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.

 

 6

 

 

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: October 21, 2024

 

Red Tree Venture Fund, L.P.  
   
By: Red Tree GP, LLC  
its General Partner  
     
By: /s/ Heath Lukatch  
  Name: Heath Lukatch  
  Title: Managing Director  
       
Red Tree GP, LLC  
   
By: /s/ Heath Lukatch  
  Name: Heath Lukatch  
  Title: Managing Director  

 

/s/ Heath Lukatch  
Heath Lukatch      

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 7

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

 8

 

 

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: October 21, 2024

 

Red Tree Venture Fund, L.P.  
   
By: Red Tree GP, LLC  
its General Partner  
     
By: /s/ Heath Lukatch  
  Name: Heath Lukatch  
  Title: Managing Director  
       
Red Tree GP, LLC  
   
By: /s/ Heath Lukatch  
  Name: Heath Lukatch  
  Title: Managing Director  

 

/s/ Heath Lukatch  
Heath Lukatch      

 

 

 

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