Carisma Therapeutics Inc SEC Filings

On August 5, 2025, Carisma Therapeutics held a Special Meeting where stockholders approved an amendment to the Restated Certificate of Incorporation to authorize a reverse stock split at a ratio between 1-for-10 and 1-for-50. The reverse split amendment passed with 21,783,014 votes in favor, 3,352,989 against and 92,853 abstentions. Stockholders also approved an adjournment proposal (21,857,158 for, 3,283,313 against, 88,385 abstentions); adjournment was not required because there was a quorum and sufficient votes to adopt the reverse split. The amendment allows the Board to determine the exact ratio and timing of any reverse split without further stockholder approval. The company notes related merger materials, including a Form S-4 containing the proxy statement, have been filed and are available on SEC.gov and the company website.

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.