Carisma Therapeutics Inc SEC Filings

Carisma Therapeutics Inc. (CARM) has filed an S-4 outlining its all-stock merger with OrthoCellix, Inc., a wholly-owned subsidiary of Ocugen. At closing, Azalea Merger Sub will merge into OrthoCellix; Carisma will rename itself OrthoCellix, Inc. (proposed ticker “OCLX”) and seek relisting on Nasdaq.

Ownership & Consideration: Based on 22 Jun 2025 capitalisations and Carisma net cash ≈ $0, each OrthoCellix share converts into ~327,678 CARM shares (pre-reverse-split). After the deal and a concurrent $25 m private placement (minimum $5 m from Ocugen), pre-merger Carisma holders are expected to own ~10 %, Ocugen ~73 % (ex-placement) and new investors ~17 % of the fully-diluted company. Carisma assigns itself a $15 m enterprise value.

Key Conditions: (i) Carisma stockholder approval of share issuance under Nasdaq Rules 5635(a),(b),(d); (ii) Nasdaq acceptance of the Combined Company’s listing (may be waived, but board does not expect to); (iii) completion of financing. A separate 5 Aug 2025 vote will authorize a 1-for-10 to 1-for-50 reverse split.

Strategic Rationale: Carisma’s board, after ceasing R&D and adopting a cash-preservation plan, views the merger as the best alternative to liquidation, giving shareholders participation in OrthoCellix’s Phase 3-ready NeoCart knee-cartilage program (RMAT-designated) and the fresh capital raise. Failure to close could leave Carisma with limited options and potential bankruptcy.

Carisma Therapeutics (NASDAQ:CARM) has issued a Preliminary Proxy Statement for a virtual Special Meeting at an undisclosed 2025 date. Shareholders will vote on two items:

• Proposal 1 – Reverse Stock Split: Authorizes the Board to implement a 1-for-10 to 1-for-50 reverse split at its discretion.
• Proposal 2 – Adjournment: Permits adjournment if additional proxy solicitation time is required.

The reverse split is central to regaining Nasdaq listing compliance. Carisma is currently deficient under three rules: (i) Market Value of Listed Securities ($50 M), (ii) Market Value of Publicly Held Shares ($15 M) and (iii) Minimum Bid Price ($1.00). A Nasdaq Hearings Panel has granted an extension until October 7 2025; the company must post a ≥$1.00 bid for ten consecutive days and otherwise meet Capital Market standards during that period.

Management states the split is also a closing condition for the pending merger with Ocugen’s subsidiary OrthoCellix. Nasdaq rules require the combined entity to trade at ≥$4.00 per share before closing. Failure to approve the split could jeopardize both continued listing and the merger.

Only holders of record on a forthcoming record date may vote via internet, telephone, mail, or live during the virtual meeting. The proxy materials are available at www.investorvote.com/CARM.