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 newly combined entity will focus on the development of OrthoCellix’s NeoCart technology for the treatment of knee articular cartilage defects. This strategic move aims to unlock the true market potential of NeoCart.
The combined company plans to initiate a U.S. Food and Drug Administration (FDA)-endorsed Phase 3 clinical trial for NeoCart, which previously received Regenerative Medicine Advanced Therapy (RMAT) designation. Under the terms, OrthoCellix’s stockholder (Ocugen) and other participants in a concurrent private financing are expected to own approximately 90% of the combined company, with existing Carisma stockholders owning approximately 10% on a fully diluted basis.
A concurrent private financing of $25.0 million is expected to close with the merger, enabling the combined company to complete the NeoCart Phase 3 trial without additional cost or investment from Ocugen. 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.
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