Carisma Therapeutics Inc. and OrthoCellix, Inc., a wholly-owned subsidiary of Ocugen, Inc., jointly announced a definitive merger agreement to combine the companies in an all-stock transaction. The combined entity will shift its focus to the development of OrthoCellix’s NeoCart® technology, which is designed for the treatment of knee articular cartilage defects. The new company plans to initiate a U.S. FDA-endorsed Phase 3 clinical trial for NeoCart®.
Under the terms of the agreement, existing Carisma shareholders are expected to own approximately 10% of the combined company on a fully diluted basis. This ownership percentage is after giving effect to a contemplated $25.0 million concurrent private financing with Ocugen and other select investors. OrthoCellix’s stockholder and the other participants in the concurrent financing are expected to own approximately 90% of the combined company.
Carisma stockholders will also receive contingent value rights (CVRs), representing the right to receive certain payments from proceeds related to Carisma’s pre-transaction legacy assets. Upon closing, 'Carisma Therapeutics Inc.' is expected to be renamed 'OrthoCellix, Inc.' and trade on the Nasdaq Capital Market under the ticker symbol 'OCLX'. The transaction has been unanimously approved by both boards and is expected to close in the second half of 2025, subject to customary closing conditions.
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