aibioOcugen unit OrthoCellix to merge with Carisma alongside planned $25.0 million financing
OrthoCellix's stockholder and the concurrent financing investors are expected to own about 90% of the combined company, with Carisma holders at about 10%. The deal is all stock and needs approval from both companies' stockholders.
Key facts
- Companies
- Ocugen, Inc. (NASDAQ: OCGN), Carisma Therapeutics, Inc. (OTC: CARM)
- News type
- Mergers
- Primary source
- Ocugen, Inc. 8-K (2025-06-23)
Carisma Therapeutics Inc. (Nasdaq: CARM) and OrthoCellix, Inc., a wholly owned subsidiary of Ocugen, Inc. (Nasdaq: OCGN), announced on June 23, 2025 that they had agreed to combine in an all-stock transaction. A later Ocugen 8-K dates the merger agreement June 22, 2025. The joint release, filed by Ocugen as an 8-K exhibit, says OrthoCellix will merge into a Carisma subsidiary and continue as a wholly owned subsidiary of Carisma. Carisma will issue its common stock to OrthoCellix's stockholder, Ocugen, as merger consideration. Carisma is expected to be renamed OrthoCellix, Inc. and to trade on the Nasdaq Capital Market as OCLX.
Ownership and the $25.0 million financing
After the planned $25.0 million concurrent financing, OrthoCellix's stockholder and the other financing participants are expected to own about 90% of the combined company. Existing Carisma stockholders are expected to own about 10%. Both figures are fully diluted, and both can move with Carisma's net cash at closing and the financing proceeds.
Carisma stockholders also receive contingent value rights. Those pay out only if the combined company receives proceeds from Carisma's pre-transaction legacy assets. The release does not give Carisma's net cash or the value of those assets.
Who is advising
Chardan Capital Markets LLC is M&A adviser to OrthoCellix and Ocugen and also a co-placement agent. Lake Street Capital Markets, LLC is a co-placement agent to OrthoCellix. Lucid Capital Markets, LLC is giving a fairness opinion to Carisma's board. Wilmer Cutler Pickering Hale and Dorr LLP is Carisma's legal counsel. Goodwin Procter LLP is counsel to Ocugen and OrthoCellix, and Paul Hastings LLP is counsel to the placement agents.
The NeoCart program
OrthoCellix's lead asset is NeoCart, an autologous cartilage implant made from patients' own cells to repair defects in the knee. The release says the combined company plans a Phase 3 trial and that OrthoCellix expects to launch it by the end of 2025. The release says NeoCart has Regenerative Medicine Advanced Therapy designation, and that the FDA agreed to a single confirmatory Phase 3 trial that could support a Biologics License Application. The release reports no patient results for NeoCart.
Carisma describes itself as a biotechnology company that engineers macrophages for fibrosis and cancer, based in Philadelphia. The release says little about those programs, and it does not describe Carisma's current pipeline.
Ocugen's own pipeline
The Ocugen annual report for 2024, filed March 5, 2025, is built around gene therapies for retinal disease. The lead, OCU400, is in a Phase 3 trial for retinitis pigmentosa, with enrollment expected to finish in the first half of 2025. The report calls the two-year data from the Phase 1/2 trial positive, but its business section gives the company's characterization, not the trial figures. It also describes OCU410 for geographic atrophy and OCU200, a biologic whose first patient was dosed in January 2025.
The annual report says Ocugen has renovated a facility into a current Good Manufacturing Practice site to support clinical study and initial commercial launch of NeoCart, and that it intends to start the NeoCart Phase 3 trial "contingent on adequate availability of funding." The release says OrthoCellix will use that facility.
What could stop the deal
The release lists closing conditions, including approval by each company's stockholders and the effectiveness of a registration statement. It names the risk that Carisma stockholders do not approve the proposed reverse stock split, and that the concurrent financing is not completed in time or at all. It also warns that Carisma must keep its Nasdaq listing until closing, and that the combined company must meet Nasdaq standards afterward. Directors and officers of Carisma, and OrthoCellix's stockholder, have signed support agreements to vote for the merger.
The companies expect the deal to close in the second half of 2025. The release gives no cash balance for either company, and no figure for the combined company's runway beyond the $25.0 million financing.