CRGX / CARGO Therapeutics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-41859 Commission File Number CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in

As filed with the Securities and Exchange Commission on August 21, 2025

As filed with the Securities and Exchange Commission on August 21, 2025 Registration No.

August 21, 2025

August 21, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CARGO Therapeutics, Inc. (CIK 0001966494) Pre-Effective Amendment to Registration Statement 333-280249 Pre-Effective Amendment to Registration Statement 333-280249 (Accession No. 0001999371-25-011667) Pre-Effective Amendment to Registration Statement 333-283661 Form AW Application for Withdra

August 21, 2025

August 21, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CARGO Therapeutics, Inc. (CIK 0001966494) Pre-Effective Amendment to Registration Statement 333-280249 Pre-Effective Amendment to Registration Statement 333-280249 (Accession No. 0001999371-25-011667) Pre-Effective Amendment to Registration Statement 333-283661 Form AW Application for Withdra

As filed with the Securities and Exchange Commission on August 21, 2025

As filed with the Securities and Exchange Commission on August 21, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CARGO THERAPEUTICS, INC. (Name of Subject Company (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CARGO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) CONCENTRA BIOSCIENCES, LLC (Name of Filing Persons (Co-Offeror 1)) CONCENTRA MERGER SUB VII, INC. (Name of Filing Persons (Co-Offeror 2)) TAN

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) Of The Securities Exchange Act Of 1934 (Amendment No. 2) CARGO Therapeutics, Inc. (Name of Subject Com

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) Of The Securities Exchange Act Of 1934 (Amendment No. 2) CARGO Therapeutics, Inc. (Name of Subject Company) CARGO Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 14

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CARGO THERAPEUTICS, INC.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. I. The name of this corporation is CARGO Therapeutics, Inc. (the “Corporation”). II. The registered office of the Corporation in the State of Delaware shall be Corporation Service Center, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, and the name of the registered agent of the

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

AMENDED AND RESTATED BYLAWS CARGO THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CARGO THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of CARGO Therapeutics, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (as may be amended or modified from time to time, the “Certificate of Incorporation”). Section 1.2 Ot

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

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): August 18, 2025 CARGO Therapeutic

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): August 18, 2025 CARGO Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation or organiza

CONTINGENT VALUE RIGHTS AGREEMENT

Concentra Biosciences, LLC SC TO-T/A Exhibit 99(d)(6) CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of August 19, 2025 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub VII, Inc.

As filed with the Securities and Exchange Commission on August 19, 2025

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CARGO Therapeutics, Inc. (Name of Subject Com

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) CARGO Therapeutics, Inc. (Name of Subject Company) CARGO Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CARGO THERAPEUTICS, INC. (Name of Subject Company (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CARGO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) CONCENTRA BIOSCIENCES, LLC (Name of Filing Persons (Co-Offeror 1)) CONCENTRA MERGER SUB VII, INC. (Name of Filing Persons (Co-Offeror 2)) TAN

PART I – FINANCIAL INFORMATION Item 1. Financial Statements. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II—OTHER INFORMATION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CARGO Therapeutics, Inc. (Name of Subject Company) CARGO Therap

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CARGO Therapeutics, Inc. (Name of Subject Company) CARGO Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 14179K101 (C

Retention Bonus Letter Agreement, dated March 28, 2025, by and between the Company and Anup Radhakrishnan.

Exhibit (e)(15) March 28, 2025 Dear Anup: As you know, CARGO Therapeutics, Inc. (“CARGO” or the “Company”) is winding down its business operations and will over the coming months end all operations and terminate all employees. The Company considers your continued employment through your currently expected termination date, November 13, 2025, essential to CARGO’s objectives and is offering you the

Separation Agreement, dated April 9, 2025, by and between the Company and Anup Radhakrishnan.

Exhibit (e)(16) April 9, 2025 Anup Radhakrishnan [***] [***] Dear Anup: This letter sets forth the terms of the separation agreement (the “Agreement”) that CARGO Therapeutics, Inc.

Form of Amended and Restated Bylaws of the Company to be effective at the Effective Time.

EX-99.(e)(14) Exhibit (e)(14) AMENDED AND RESTATED BYLAWS OF CARGO THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of CARGO Therapeutics, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (as may be amended or modified from time to time, the “Certificate of Incorporation”). Sec

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

Concentra Biosciences, LLC SC TO-T Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of CARGO THERAPEUTICS, INC.

Offer to Purchase, dated July 21, 2025

Concentra Biosciences, LLC SC TO-T Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of CARGO THERAPEUTICS, INC.

Limited Guaranty, dated July 7, 2025

Concentra Biosciences, LLC SC TO-T Exhibit 99(d)(3) LIMITED GUARANTY This Limited Guaranty, dated as of July 7, 2025 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by Tang Capital Partners, LP (the “Guarantor”), is made in favor of CARGO Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARGO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) CONCENTRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARGO THERAPEUTICS, INC. (Name of Subject Company (Issuer)) CONCENTRA BIOSCIENCES, LLC (Name of Filing Persons (Co-Offeror 1)) CONCENTRA MERGER SUB VII, INC. (Name of Filing Persons (Co-Offeror 2)) TANG CAPITAL PARTNERS

Confidentiality Agreement, dated March 28, 2025, between CARGO and TCM

Concentra Biosciences, LLC SC TO-T Exhibit 99(d)(2) March 28, 2025 Tang Capital Management, LLC Attn: Kevin Tang Re: Confidentiality Agreement Dear Mr.

Form of Letter of Transmittal

Concentra Biosciences, LLC SC TO-T Exhibit (a)(1)(B) [This space is intentionally left blank and reserved for registered shareholder detail] Letter of Transmittal To Tender Shares of Common Stock of CARGO THERAPEUTICS, INC.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

Concentra Biosciences, LLC SC TO-T Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of CARGO THERAPEUTICS, INC.

Filing Fee Table

Concentra Biosciences, LLC SC TO-T Exhibit 107 Calculation of Filing Fee Tables SC TO-T (Form Type) CARGO Therapeutics, Inc.

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): July 7, 2025 CARGO Therapeutics,

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): July 7, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission F

Agreement and Plan of Merger, dated as of July 7, 2025, by and among CARGO Therapeutics, Inc., Concentra Biosciences, LLC, and Concentra Merger Sub VII, Inc.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 7, 2025 AMONG CONCENTRA BIOSCIENCES, LLC, CONCENTRA MERGER SUB VII, INC. AND CARGO THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 SECTION 1.02 Interpretation and Rules of Construction 12 ARTICLE II THE OFFER 13 SECTION 2.01 The Offer 13 SECTION 2.02 Company Actions 17 AR

CARGO Therapeutics Enters into Agreement to Be Acquired by Concentra Biosciences for $4.379 in Cash per Share Plus a Contingent Value Right

EX-99.1 Exhibit 99.1 CARGO Therapeutics Enters into Agreement to Be Acquired by Concentra Biosciences for $4.379 in Cash per Share Plus a Contingent Value Right SAN CARLOS, Calif., July 8, 2025—CARGO Therapeutics, Inc. (“CARGO” or the “Company”) (NASDAQ: CRGX), a biotechnology company that has focused on developing CAR T-cell therapies, today announced that it has entered into a definitive merger

Form of Contingent Value Rights Agreement by and between Concentra Biosciences, LLC, Concentra Merger Sub VII, Inc., and a wholly owned Subsidiary of Concentra Biosciences, LLC.

Exhibit 10.1 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2025 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub VII, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Merger Sub”), [•], as Rights Agent (as defined her

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): June 27, 2025 CARGO Therapeutics,

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): June 27, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission

Assignment and Assumption of Lease, dated June 27, 2025, by and between CARGO Therapeutics, Inc. and Dren Bio Management, Inc.

EX-10.1 Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is executed as of June 27, 2025 by and between CARGO THERAPEUTICS, INC. a D

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): June 18, 2025 CARGO Therapeutics,

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): June 18, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission

PART I – FINANCIAL INFORMATION Item 1. Financial Statements. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II—OTHER INFORMATION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

CARGO Therapeutics Provides Corporate Update - Development of CRG-023 and allogeneic platform suspended; further reduction in force (RIF) of approximately 90% to preserve cash and maximize shareholder value - - CARGO had cash, cash equivalents and ma

EX-99.1 Exhibit 99.1 CARGO Therapeutics Provides Corporate Update - Development of CRG-023 and allogeneic platform suspended; further reduction in force (RIF) of approximately 90% to preserve cash and maximize shareholder value - - CARGO had cash, cash equivalents and marketable securities of $368.1 million as of December 31, 2024 - - Anup Radhakrishnan appointed as interim CEO to pursue reverse m

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): March 13, 2025 CARGO Therapeutics

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): March 13, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commission

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CARGO Therapeutics, Inc.

Description of Securities of the Registrant

Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 12, 2025, CARGO Therapeutics, Inc. had one class of common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The shares are listed on the Nasdaq Global Select Market under the trading symbol “CRGX.” The foll

Second Amendment to License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited

Exhibit 10.11(c) [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. [***] CARGO Therapeutics, Inc. 1900 Alameda de las Pulgas, Suite 350 San Mateo, CA 94403, USA 29th February, 2024 Sent by email: [***] Dear [***], OXB Partner Program (“[***]

As filed with the Securities and Exchange Commission on March 12, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

LEASE AGREEMENT

Exhibit 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CARGO THERAPEUTICS, INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Building: 835 Industrial Road, San Carlos, California 94070 Premises: That portion of the Bui

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) CARGO Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

CARGO Therapeutics, Inc. Insider Trading Policy

Exhibit 19.1 CARGO THERAPEUTICS, INC. INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES (Effective as of November 14, 2023, and as amended March 12, 2024 and March 11, 2025) Federal laws and regulations prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of

First Amendment to License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited

Exhibit 10.11(b) Oxford Biomedica Confidential [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. FIRST AMENDMENT OF THE CONFIDENTIALITY AGREEMENT BETWEEN Oxford Biomedica (UK) Limited & Syncopation Life Sciences Inc This first amendment of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-418

Powers of Attorney (incorporated by reference to the signature page hereto).

Table of Contents As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

Power of Attorney. Reference is made to the signature page to the Registration Statement

S-8 As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

Third Amendment to License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited

Exhibit 10.11(d) [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. [***] CARGO Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos, CA 94070 USA 11 October 2024 Sent by email: [***] Dear [***], Amendment to Licence and Supply Agreem

Form of Employment Agreement

Exhibit 10.22 CARGO THERAPEUTICS, INC. FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), entered into effective as of [], 2024 (the “Effective Date”), is between Cargo Therapeutics, Inc., a Delaware corporation (the “Company”), and Anup Radhakrishnan (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer let

CARGO THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97 CARGO THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Cargo Therapeutics, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 9, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to P

As filed with the Securities and Exchange Commission on March 12, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

Regulation FD Disclosure

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): February 24, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commiss

N=18 dosed N=4+3m, N=5+6m N=8 dosed N=3+3m, N=1+6m Ph1 FPD Allo IND Allo FPD N=3 dosed N=6 dosed N=3+3m N=24 dosed N=3+3m, N=3+6m N=36 dosed N=18+3m, N=6+6m N=36 dosed N=12+3m, N=24+6m N=4 dosed 1 Enrollment assumptions are illustrative: plan to esca

Corporate Presentation February 2025 NASDAQ: CRGX Exhibit 99.1 FORWARD-LOOKING STATEMENTS This presentation contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. . In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “

Schedule A Transactions during the past 60 days

EX-99.2 3 ex992.htm EXHIBIT 99.2 EXHIBIT 2 Schedule A Transactions during the past 60 days Transaction Date Nature of Transaction Quantity Weighted Average Price Per Share* Price Range Min Max 1/22/2025 Purchase 17,725 $12.82 $12.59 $13.00 1/23/2025 Purchase 12,021 $13.41 $12.62 $13.88 1/24/2025 Purchase 27,472 $13.64 $13.31 $13.96 1/27/2025 Purchase 18,194 $13.75 $13.38 $14.00 1/28/2025 Purchase

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with resp

Current Report

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 28, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commissi

CARGO Therapeutics Provides Corporate Update and Anticipated Milestones for 2025

Exhibit 99.1 CARGO Therapeutics Provides Corporate Update and Anticipated Milestones for 2025 - 71 patients dosed in the potentially pivotal Phase 2 clinical study of firicabtagene autoleucel (firi-cel); Interim analysis results expected to be reported in 1H’25 - - IND application for CRG-023, CARGO’s tri-specific CAR T, cleared by the FDA; Phase 1 study enrollment expected to initiate mid-year 20

Results of Operations and Financial Condition

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 10, 2025 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) CARGO Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee (5) Newly Registered Securit

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee, as trustee under the indenture filed herewith.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Sales Agreement, dated December 6, 2024, by and between CARGO Therapeutics, Inc. and TD Securities (USA) LLC

Exhibit 1.2 CARGO THERAPEUTICS, INC. $200,000,000 COMMON STOCK SALES AGREEMENT December 6, 2024 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Placement Shares. The Comp

As filed with the Securities and Exchange Commission on December 6, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 6, 2024 Registration No.

Form of Indenture.

Exhibit 4.3 CARGO THERAPEUTICS, INC. INDENTURE Dated as of , 20 U.S. Bank Trust Company, National Association Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1.

CRGX / CARGO Therapeutics, Inc. / Samsara BioCapital, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427620d27sc13ga.htm SC 13G/A 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 Statem

CRGX / CARGO Therapeutics, Inc. / RTW INVESTMENTS, LP Passive Investment

SC 13G/A 1 p24-3273sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARGO Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 14179K101 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate

CARGO Therapeutics, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280249 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated June 27, 2024) CARGO Therapeutics, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 27, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280249). This prospectu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commiss

First Amendment to Lease, dated September 24, 2024, by and between ARE-San Francisco No. 63, LLC and the Company.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of September 24, 2024, by and between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited

CARGO Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Update - 57 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel); on track for interim analysis in 1H25

Exhibit 99.1 CARGO Therapeutics Reports Third Quarter 2024 Financial Results and Provides Business Update - 57 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel); on track for interim analysis in 1H25 - - CRG-023 pre-clinical data to be presented at ASH 2024; IND submission anticipated Q1’25 with Phase 1 initiation planned for 2025 - -

CARGO Therapeutics, Inc. Corporate Bonus Plan

Exhibit 10.2 CARGO Therapeutics, Inc. Corporate Bonus Plan 1. Purpose This Corporate Bonus Plan (the “Plan”) is intended to provide an incentive for achievement of annual corporate and/or individual goals and to motivate eligible executives and employees of CARGO Therapeutics, Inc. (the “Company”) and its subsidiaries to tie their goals and interests to those of the Company and its stockholders, r

CRGX / CARGO Therapeutics, Inc. / Red Tree GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2426506d1sc13ga.htm SC 13G/A 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 Stateme

Second Amendment to Sublease Agreement, dated June 21, 2024, by and between BigHat Biosciences, Inc. and CARGO Therapeutics, Inc. (f/k/a Syncopation Life Sciences, Inc.)

Exhibit 10.2 SECOND AMENDMENT TO SUBLEASE THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made as of June 21, 2024 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (“Sublessee”), with reference to the following facts and objectives: RECITALS A. Sublessor, as

CARGO Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Update - All sites activated with 38 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel) - - Completed

Exhibit 99.1 CARGO Therapeutics Reports Second Quarter 2024 Financial Results and Provides Business Update - All sites activated with 38 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel) - - Completed $110 million private placement equity financing, extending cash runway through 2026 - SAN CARLOS, Calif., August 12, 2024 – CARGO Therap

CARGO Therapeutics, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280249 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated June 27, 2024) CARGO Therapeutics, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 27, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280249). This prospectu

Amended and Restated Non-Employee Director Compensation Program

Exhibit 10.3 CARGO THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Cargo Therapeutics, Inc. (the “Company”) Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2023 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41859 CARGO Ther

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commissio

Sublease Agreement, dated July 1, 2024, by and between the Company and Vaxcyte, Inc.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. SUBLEASE AGREEMENT This Sublease Agreement (“Sublease”) is dated as of July 1, 2024 (the “Effective Date”), by and between CARGO THERAPEUTICS, INC., a Delaware corporation (“Subl

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): July 1, 2024 CARGO Therapeutics,

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): July 1, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission F

CARGO Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos, California 94070 (650) 379-6143

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280249 6,471,000 shares of common stock offered by the selling stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholders identified herein (the Selling Stockholders) of up to an aggregate of 6,471,000 shares of our common stock, par value $0.001 (the Resale Shares). We agreed

CARGO Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos, California 94070

CARGO Therapeutics, Inc. 835 Industrial Road, Suite 400 San Carlos, California 94070 June 25, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: CARGO Therapeutics, Inc. Registration Statement on Form S-1 Filed June 17, 2024 Registration No. 333-280249 To whom it may concern: Pursuant

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) CARGO Therapeutics, Inc.

As filed with the Securities and Exchange Commission on June 14, 2024.

S-1 Table of Contents As filed with the Securities and Exchange Commission on June 14, 2024.

Current Report

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): June 3, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission F

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): May 28, 2024 CARGO THERAPEUTICS,

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): May 28, 2024 CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commission F

Form of Securities Purchase Agreement, dated May 28, 2024, by and among the Company and the Purchasers

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2024, between CARGO Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each of the purchasers listed on the signature pages hereto, together with their permitted successors and assigns (each, a “Purchaser” and colle

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commission F

Exchange Agreement, dated January 12, 2024, by and between CARGO Therapeutics, Inc. and the Investors listed therein, and Form of Warrant

Exhibit 10.2 Execution Version EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 12th day of January 2024, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”). WHEREAS, the Investors previously acquired and currently hold, in aggreg

CARGO Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update – 26 sites activated and over 20 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel) (CRG-022);

Exhibit 99.1 CARGO Therapeutics Reports First Quarter 2024 Financial Results and Provides Business Update – 26 sites activated and over 20 patients dosed in the potentially pivotal Phase 2 clinical study, FIRCE-1 of firicabtagene autoleucel (firi-cel) (CRG-022); Currently on-track for interim results expected in 1H25 – – Independent Data Monitoring Committee (IDMC) recommended continuation of FIRC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41859 CARGO The

Amendment No. 1 to License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited.

Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. [***] CARGO Therapeutics, Inc. 1900 Alameda de las Pulgas, Suite 350 San Mateo, CA 94403, USA 14th February, 2024 Sent by email: [***] Dear [***], OXB Partner Program (“[***] Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Current Report

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): April 15, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CARGO Therapeutics, Inc.

As filed with the Securities and Exchange Commission on March 21, 2024

S-8 As filed with the Securities and Exchange Commission on March 21, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41859 CARGO Therapeut

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 21, 2024 CARGO Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41859 84-4080422 (State or Other Jurisdiction of Incorporation) (Commission

Lease Agreement dated December 11, 2023 between ARE-San Francisco No. 63, LLC and CARGO Therapeutics, Inc.

LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO.

CARGO Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update – Potentially pivotal Phase 2 clinical study FIRCE-1 of firicabtagene autoleucel (CRG-022) is rapidly recruiting with 20 sites open to date; i

Exhibit 99.1 CARGO Therapeutics Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update – Potentially pivotal Phase 2 clinical study FIRCE-1 of firicabtagene autoleucel (CRG-022) is rapidly recruiting with 20 sites open to date; interim results expected 1H 2025 – SAN MATEO, Calif., March 21, 2024 – CARGO Therapeutics, Inc. (Nasdaq: CRGX), a clinical-stage biotechno

CARGO Therapeutics, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97 CARGO THERAPEUTICS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Cargo Therapeutics, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of November 9, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to P

Current Report

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): March 4, 2024 CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commission

AGREEMENT

EX-99.1 2 d728976dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14 20

CRGX / CARGO Therapeutics, Inc. / Third Rock Ventures V, L.P. - SC 13G Passive Investment

SC 13G 1 d789588dsc13g.htm SC 13G 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) 14179K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th

CRGX / CARGO Therapeutics, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 d728976dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A 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) December 31, 2023 (Date of Event Which Requires Filing of this Statement

FORWARD-LOOKING STATEMENTS/Disclaimers ⚫ This presentation contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include the words “believe”, “expect”, “anticipate”, “inte

EX-99.1 Exhibit 99.1 NASDAQ: CRGX ENGINEERING NEXT GENERATION CAR T-CELL THERAPIES TO DELIVER MORE CURES J.P. MORGAN HEALTHCARE CONFERENCE 2024 FORWARD-LOOKING STATEMENTS/Disclaimers ⚫ This presentation contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include the words “believe”, “expect”, “anticipate”, “intend”, “

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 8, 2024 CARGO THERAPEUTIC

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 8, 2024 CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commissio

CARGO Therapeutics Reports Business Updates and Third Quarter 2023 Results

Exhibit 99.1 CARGO Therapeutics Reports Business Updates and Third Quarter 2023 Results SAN MATEO, Calif., December 13, 2023 – CARGO Therapeutics, Inc. (Nasdaq: CRGX), a clinical-stage biotechnology company positioned to advance next generation, potentially curative cell therapies for cancer patients, today reported business updates and its financial results for the third quarter ended September 3

Lease Agreement dated December 11, 2023 between ARE-San Francisco No. 63, LLC and CARGO Therapeutics, Inc.

LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 11th day of December, 2023 (the “Effective Date”), between ARE-SAN FRANCISCO NO.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 13, 2023 CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41859 CARGO

LYRA / Lyra Therapeutics Inc / RTW INVESTMENTS, LP - CARGO THERAPEUTICS, INC. Passive Investment

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, par value $0.001 per share (Title of Class of Securities) 14179K101 (CUSIP Number) November 14, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p23-2849exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

CRGX / CARGO Therapeutics Inc / Samsara BioCapital, L.P. - SC 13G Passive Investment

SC 13G 1 tm2331245d1sc13g.htm SC 13G 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) Che

CRGX / CARGO Therapeutics Inc / Nextech VII GP S.a r.l. - SC 13G Passive Investment

SC 13G 1 tm2331074d1sc13g.htm SC 13G 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) Che

CRGX / CARGO Therapeutics Inc / Red Tree GP, LLC - SC 13G Passive Investment

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 t

Form of Stock Option Grant Notice and Stock Option Agreement Under the 2023 Incentive Award Plan

Exhibit 99.2(b) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Cargo Therapeutics, Inc., a Delaware corporation, (the “Company”), pursuant to its 2023 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (the “Shares”),

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Incentive Award Plan

Exhibit 99.2(c) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Cargo Therapeutics, Inc., a Delaware corporation, (the “Company”), pursuant to its 2023 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). E

CARGO Therapeutics, Inc. 2023 Incentive Award Plan

Exhibit 99.2(a) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases

CARGO Therapeutics, Inc. 2023 Employee Stock Purchase Plan

Exhibit 99.3 CARGO THERAPEUTICS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CARGO Therapeutics, Inc.

As filed with the Securities and Exchange Commission on November 14, 2023

As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): November 14, 2023 CARGO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41859 84-4080422 (State or other jurisdiction of incorporation) (Commiss

Amended and Restated Certificate of Incorporation, as amended, currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. CARGO Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is CARGO Therapeutics, Inc. and that this corporation was originally incorporated pursuant

Bylaws, as amended, currently in effect.

Exhibit 3.2 Amended and Restated Bylaws of CARGO Therapeutics, Inc. (a Delaware corporation) Table of Contents Page Article I—Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II—Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Boa

CRGX / CARGO Therapeutics Inc / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment

SC 13G 1 d433619dsc13g.htm SC 13G 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

Figure 1. As seen in the Phase 2 clinical trial (ZUMA-1) of Yescarta, approximately 60% percent of patients were observed to not obtain a long-term benefit from CD19 CAR T-cell therapy

424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-275113 18,750,000 shares Common stock This is an initial public offering of shares of common stock of CARGO Therapeutics, Inc. We are offering 18,750,000 shares of our common stock to be sold in this offering. The initial public offering price is $15.00 per share. Prior to this offering, there has been no public market f

[signature page follows]

November 7, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CARGO Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 84-4080422 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No

CARGO Therapeutics, Inc. 1900 Alameda De Las Pulgas, Suite 350 San Mateo, California 94403

CARGO Therapeutics, Inc. 1900 Alameda De Las Pulgas, Suite 350 San Mateo, California 94403 November 7, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Christine Torney   Mary Mast   Jimmy McNamara   Tim Buchmiller Re:   CARGO Therapeutics, Inc. Registration S

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CARGO Therapeutics, Inc.

Form of Underwriting Agreement

Exhibit 1.1 CARGO Therapeutics, Inc. [•] Shares of Common Stock, par value $0.001 per share Underwriting Agreement [•], 2023 J.P. Morgan Securities LLC Jefferies LLC Cowen and Company, LLC As Representatives of the  several Underwriters listed  in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Jefferies LLC 520 Madison Avenue New York, New York 100

Form of Stock Option Grant Notice and Stock Option Agreement under the 2023 Incentive Award Plan

Exhibit 10.6(b) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Cargo Therapeutics, Inc., a Delaware corporation, (the “Company”), pursuant to its 2023 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (the “Shares”),

Employment Agreement by and between the Registrant and Gina Chapman

Exhibit 10.8 SYNCOPATION LIFE SCIENCES, INC. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 March 24, 2022 Gina Chapman [***] Dear Gina: On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you accept ou

As filed with the Securities and Exchange Commission on November 6, 2023.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 6, 2023.

Employment Agreement by and between the Registrant and Ginna Laport

Exhibit 10.13 September 22, 2023 OFFER LETTER Ginna Laport [****] Dear Ginna: On behalf of CARGO Therapeutics, Inc, a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement’’) is to summarize the terms of your employment with the Company, should you accept our Offer: 1. Role, Reporting Relationship & Responsibilities.

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2023 Incentive Award Plan

Exhibit 10.6(c) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Cargo Therapeutics, Inc., a Delaware corporation, (the “Company”), pursuant to its 2023 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). E

Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this offering

Exhibit 3.4 Amended and Restated Bylaws of CARGO Therapeutics, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the

Sublease Agreement, dated November 4, 2021, by and between BigHat Biosciences, Inc. and the Registrant (f/k/a Syncopation Life Sciences, Inc.)

Exhibit 10.12(a) SUBLEASE THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of November 4, 2021, and is made by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”), and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows: 1. Recitals: This Sublease is made with reference to the fact that BP3-

CARGO Therapeutics, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-275113), as amended, filed with the SEC on November 6, 2023).

Exhibit 10.7 CARGO THERAPEUTICS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists

Patent License Agreement, dated February 24, 2023, by and between the Registrant and the National Cancer Institute

Exhibit 10.4 PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), whi

Amended and Restated Investors’ Rights Agreement, dated February 9, 2023, by and among the Registrant and the investors listed therein.

Exhibit 4.3 CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 9, 2023, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS

2021 Stock Option and Grant Plan

Exhibit 10.5(a) CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Cargo Therapeutics, Inc. (formerly known as Syncop

License and Supply Agreement, dated June 24, 2022, by and between CARGO Therapeutics, Inc. and Oxford Biomedica (UK) Limited

Exhibit 10.2 CONFIDENTIAL OXFORD BIOMEDICA (UK) LIMITED and SYNCOPATION LIFE SCIENCES INC LICENCE AND SUPPLY AGREEMENT CONFIDENTIAL Contents 1. Definitions and Interpretation 1 2. Governance 12 3. Provision of Services 15 4. Client Materials 18 5. Forecasting and Ordering for Batches 20 6. Delivery and Defective Batches 22 7. Price and Payment 25 8. Financial Records and Audit 28 9. Access to Info

Exclusive License Agreement effective August 1, 2022, by and between the Registrant and the Board of Trustees of the Leland Stanford Junior University

Exhibit 10.1(a) S19-520, S20-243: SUN&MLI EXCLUSIVE LICENSE AGREEMENT WITH EQUITY 8/1/2022 EXCLUSIVE LICENSE AGREEMENT WITH EQUITY This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Syncopation Life Sciences (“Syncopation”), a corporation having a princip

Patent License Agreement, dated March 16, 2022, by and between the Registrant and the National Cancer Institute

Exhibit 10.3 PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), whi

Second Amended and Restated Certificate of Incorporation, as currently in effect

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cargo Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1

Employment Agreement by and between the Registrant and Anup Radhakrishnan

Exhibit 10.9 SYNCOPATION LIFE SCIENCES, INC. 1900 ALAMEDA DE LAS PULGAS, SUITE 350 SAN MATEO, CA 94403 July 20, 2022 Anup Radhakrishnan [***] Dear Anup. On behalf of Syncopation Life Sciences. Inc., a Delaware corporation (the “Company”). I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company

Non-Employee Director Compensation Program

Exhibit 10.14 CARGO THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Cargo Therapeutics, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2023 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common stock (the “Effective Date”). Capitalized

Form of Indemnification and Advancement Agreement, by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-275113), as amended, filed with the SEC on November 6, 2023).

Exhibit 10.11 FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreement

Amendment No. 5 to CARGO Therapeutics, Inc. 2021 Stock Option and Grant Plan

Exhibit 10.5(b) CARGO THERAPEUTICS, INC. AMENDMENT No. 5 TO 2021 STOCK OPTION AND GRANT PLAN WHEREAS, the Board of Directors of CARGO Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.) (the “Company”) approved and adopted the 2021 Stock Option and Grant Plan (the “Plan”) of the Company on July 30, 2021; and WHEREAS, the Board of Directors and the stockholders of the Company hav

Form Agreements under the CARGO Therapeutics, Inc. 2021 Stock Option and Grant Plan

Exhibit 10.5(c) INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN Pursuant to the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”), Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an

Employment Agreement by and between the Registrant and Shishir Gadam

Exhibit 10.10 SYNCOPATION LIFE SCIENCES, INC. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 October 15, 2021 Shishir Gadam [***] Dear Shishir: On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you ac

Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of this offering

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. CARGO Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is CARGO Therapeutics, Inc. and that this corporation was originally incorporated pursuant

Amendment No. 1 to Exclusive License Agreement effective August 1, 2022, by and between the Registrant and the Board of Trustees of the Leland Stanford Junior University

Exhibit 10.1(b) S19-520, S20-243: SUN&MLI AMENDMENT 1/25/2023 a. AMENDMENT No 1 TO THE EXCLUSIVE LICENSE AGREEMENT WITH EQUITY EFFECTIVE THE 1ST DAY OF AUGUST 2022 BETWEEN STANFORD UNIVERSITY AND SYNCOPATION LIFE SCIENCES Effective the 25th of January, 2023, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws

First Amendment to Sublease Agreement, dated August 17, 2022, by and between BigHat Biosciences, Inc. and the Registrant (f/k/a Syncopation Life Sciences, Inc.)

Exhibit 10.12(b) FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives: RECITALS A. Sublessor, as tenant, and BP3-SF6 1900 ADLP LLC, as la

2023 Incentive Award Plan

Exhibit 10.6(a) CARGO THERAPEUTICS, INC. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and phrases

Bylaws, currently in effect

Exhibit 3.3 BY-LAWS OF CARGO THERAPEUTICS, INC. (F/K/A SYNCOPATION LIFE SCIENCES, INC.) TABLE OF CONTENTS Page ARTICLE I. STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II. DI

Form of Common Stock Certificate.

Exhibit 4.2 CARGO THERAPEUTICS NUMBER SHARES COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 14179K 10 1 this Certifies that: SPECIMEN—NOT NEGOTIABLE is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF CARGO The RApeuTiCs, inC. transferable on the books of the Corporation by the holder hereof i

License and Supply Agreement, dated June 24, 2022, by and between the Registrant and Oxford Biomedica (UK) Limited

Exhibit 10.2 CONFIDENTIAL OXFORD BIOMEDICA (UK) LIMITED and SYNCOPATION LIFE SCIENCES INC LICENCE AND SUPPLY AGREEMENT CONFIDENTIAL Contents 1. Definitions and Interpretation 1 2. Governance 12 3. Provision of Services 15 4. Client Materials 18 5. Forecasting and Ordering for Batches 20 6. Delivery and Defective Batches 22 7. Price and Payment 25 8. Financial Records and Audit 28 9. Access to Info

As filed with the Securities and Exchange Commission on November 1, 2023.

As filed with the Securities and Exchange Commission on November 1, 2023. Registration No. 333-275113 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARGO THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2836 84-4080422 (State or Other Jurisdiction of Incor

Grant Date

October 30, 2023 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.

Employment Agreement by and between CARGO Therapeutics, Inc. and Shishir Gadam

Exhibit 10.10 SYNCOPATION LIFE SCIENCES, INC. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 October 15, 2021 Shishir Gadam [***] Dear Shishir: On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you ac

Employment Agreement by and between CARGO Therapeutics, Inc. and Gina Chapman

Exhibit 10.8 SYNCOPATION LIFE SCIENCES, INC. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 March 24, 2022 Gina Chapman [***] Dear Gina: On behalf of Syncopation Life Sciences, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company, should you accept ou

Amendment No. 5 to CARGO Therapeutics, Inc. 2021 Stock Option and Grant Plan

Exhibit 10.5(b) CARGO THERAPEUTICS, INC. AMENDMENT No. 5 TO 2021 STOCK OPTION AND GRANT PLAN WHEREAS, the Board of Directors of CARGO Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.) (the “Company”) approved and adopted the 2021 Stock Option and Grant Plan (the “Plan”) of the Company on July 30, 2021; and WHEREAS, the Board of Directors and the stockholders of the Company hav

Patent License Agreement, dated February 24, 2023, by and between CARGO Therapeutics, Inc. and the National Cancer Institute.

Exhibit 10.4 PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), whi

Employment Agreement by and between CARGO Therapeutics, Inc. and Ginna Laport

Exhibit 10.14 September 22, 2023 OFFER LETTER Ginna Laport [****] Dear Ginna: On behalf of CARGO Therapeutics, Inc, a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement’’) is to summarize the terms of your employment with the Company, should you accept our Offer: 1. Role, Reporting Relationship & Responsibilities.

Employment Agreement by and between CARGO Therapeutics, Inc. and Anup Radhakrishnan

Exhibit 10.9 SYNCOPATION LIFE SCIENCES, INC. 1900 ALAMEDA DE LAS PULGAS, SUITE 350 SAN MATEO, CA 94403 July 20, 2022 Anup Radhakrishnan [***] Dear Anup. On behalf of Syncopation Life Sciences. Inc., a Delaware corporation (the “Company”). I am pleased to offer you employment with the Company. The purpose of this letter (the “Agreement”) is to summarize the terms of your employment with the Company

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.)

Exhibit 10.13(b) FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives: RECITALS A. Sublessor, as tenant, and BP3-SF6 1900 ADLP LLC, as la

Exclusive License Agreement effective August 1, 2022, by and between CARGO Therapeutics, Inc. and the Board of Trustees of the Leland Stanford Junior University

Exhibit 10.1(a) S19-520, S20-243: SUN&MLI EXCLUSIVE LICENSE AGREEMENT WITH EQUITY 8/1/2022 EXCLUSIVE LICENSE AGREEMENT WITH EQUITY This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Syncopation Life Sciences (“Syncopation”), a corporation having a princip

Patent License Agreement, dated March 16, 2022, by and between CARGO Therapeutics, Inc. and the National Cancer Institute.

Exhibit 10.3 PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), whi

Form Agreements under the CARGO Therapeutics, Inc. 2021 Stock Option and Grant Plan

Exhibit 10.5(c) INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN Pursuant to the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”), Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an

Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this offering

Exhibit 3.4 Amended and Restated Bylaws of CARGO Therapeutics, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the

As filed with the Securities and Exchange Commission on October 20, 2023.

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2023.

Bylaws, currently in effect

Exhibit 3.3 BY-LAWS OF CARGO THERAPEUTICS, INC. (F/K/A SYNCOPATION LIFE SCIENCES, INC.) TABLE OF CONTENTS Page ARTICLE I. STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II. DI

Second Amended and Restated Certificate of Incorporation, as currently in effect

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cargo Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1

Amended and Restated Investors’ Rights Agreement, dated, February 9, 2023, by and among the Registrant and the investors listed therein.

Exhibit 4.3 CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 9, 2023, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS

Form of Indemnification and Advancement Agreement for directors and officers

Exhibit 10.12 FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreement

* * *

140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris October 20, 2023 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid W

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CARGO Therapeutics, Inc.

CARGO Therapeutics, Inc. 2021 Stock Option and Grant Plan and forms of option agreements thereunder

Exhibit 10.5(a) CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Cargo Therapeutics, Inc. (formerly known as Syncop

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

Exhibit 10.1(b) S19-520, S20-243: SUN&MLI AMENDMENT 1/25/2023 a. AMENDMENT No 1 TO THE EXCLUSIVE LICENSE AGREEMENT WITH EQUITY EFFECTIVE THE 1ST DAY OF AUGUST 2022 BETWEEN STANFORD UNIVERSITY AND SYNCOPATION LIFE SCIENCES Effective the 25th of January, 2023, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws

Sublease Agreement, dated November 4, 2021, by and between BigHat Biosciences, Inc. and CARGO Therapeutics, Inc. (f/k/a Syncopation Life Sciences, Inc.)

Exhibit 10.13(a) SUBLEASE THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of November 4, 2021, and is made by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”), and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows: 1. Recitals: This Sublease is made with reference to the fact that BP3-

Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on October 4, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein re

Table of Contents Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on October 4, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1

* * *

140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris October 4, 2023 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Wa

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CARGO THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARGO THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cargo Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1

INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN

Exhibit 10.5(c) INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN Pursuant to the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”), Cargo Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.), a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an

MASTER LEASE

Exhibit 10.13(a) SUBLEASE THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of November 4, 2021, and is made by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”), and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows: 1. Recitals: This Sublease is made with reference to the fact that BP3-

BY-LAWS OF CARGO THERAPEUTICS, INC. (F/K/A SYNCOPATION LIFE SCIENCES, INC.)

Exhibit 3.3 BY-LAWS OF CARGO THERAPEUTICS, INC. (F/K/A SYNCOPATION LIFE SCIENCES, INC.) TABLE OF CONTENTS Page ARTICLE I. STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II. DI

FIRST AMENDMENT TO SUBLEASE

Exhibit 10.13(b) FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of August 17, 2022 by and between BigHat Biosciences, Inc., a Delaware corporation (“Sublessor”) and Syncopation Life Sciences, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and objectives: RECITALS A. Sublessor, as tenant, and BP3-SF6 1900 ADLP LLC, as la

CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.3 CARGO THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 9, 2023, by and among CARGO Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS

CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

Exhibit 10.5(a) CARGO THERAPEUTICS, INC. 2021 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cargo Therapeutics, Inc. 2021 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Cargo Therapeutics, Inc. (formerly known as Syncop

As confidentially submitted to the Securities and Exchange Commission on September 1, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 1, 2023.

CARGO THERAPEUTICS, INC. AMENDMENT No. 5 TO 2021 STOCK OPTION AND GRANT PLAN

Exhibit 10.5(b) CARGO THERAPEUTICS, INC. AMENDMENT No. 5 TO 2021 STOCK OPTION AND GRANT PLAN WHEREAS, the Board of Directors of CARGO Therapeutics, Inc. (formerly known as Syncopation Life Sciences, Inc.) (the “Company”) approved and adopted the 2021 Stock Option and Grant Plan (the “Plan”) of the Company on July 30, 2021; and WHEREAS, the Board of Directors and the stockholders of the Company hav