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PHILADELPHIA/MALVERN - Carisma Therapeutics Inc. (NASDAQ:CARM), currently trading at $0.44 with a market capitalization of $18.4 million and rated ’FAIR’ by InvestingPro’s Financial Health Score, and OrthoCellix, a wholly-owned subsidiary of Ocugen Inc. (NASDAQ:OCGN), announced Monday they have entered into a definitive merger agreement to create a Nasdaq-listed company focused on regenerative cell therapy for orthopedic diseases.
The combined entity will concentrate on developing NeoCart, an autologous cartilage implant technology that uses patients’ own cells to repair knee articular cartilage defects. The company plans to initiate an FDA-endorsed Phase 3 clinical trial for NeoCart by the end of 2025. According to InvestingPro data, Carisma currently holds more cash than debt on its balance sheet, though analysts note the company is quickly burning through its cash reserves. Subscribers can access 8 additional key financial insights about CARM on InvestingPro.
Under the all-stock transaction terms, OrthoCellix will merge with a Carisma subsidiary, with OrthoCellix continuing as the surviving company. Upon closing, expected in the second half of 2025, Carisma will be renamed OrthoCellix and trade under the ticker symbol "OCLX" on Nasdaq.
Following the merger and a planned concurrent $25 million financing, OrthoCellix’s stockholder and financing participants are expected to own approximately 90% of the combined company, with existing Carisma stockholders owning about 10%.
NeoCart previously received Regenerative Medicine Advanced Therapy designation from the FDA, which agreed to a single confirmatory Phase 3 clinical trial to enable submission of a Biologics License Application.
The technology combines a 3D scaffold with patented bioprocessing methods to grow chondrocytes—cells responsible for cartilage health—to produce cartilage tissue for implantation. According to the press release, NeoCart aims to accelerate healing and reduce pain by creating a functional joint surface.
The transaction has received unanimous approval from both companies’ boards of directors and remains subject to stockholder approvals and other customary closing conditions.
Chardan Capital Markets and Lake Street Capital Markets are serving as placement agents for OrthoCellix, while Lucid Capital Markets is providing a fairness opinion to Carisma’s board.
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