Can anything shut down the Gold rally?
Ocugen, Inc. (NASDAQ:OCGN), whose stock has surged over 155% in the past six months according to InvestingPro data, announced the termination of its previously disclosed merger agreement with Carisma Therapeutics Inc. and related parties. According to a statement released Thursday and based on a filing with the Securities and Exchange Commission, Carisma delivered a termination notice to Ocugen on Monday, citing the failure to secure at least $25 million in investor commitments required for the transaction.
The merger agreement, signed on June 22, 2025, involved Ocugen and its wholly-owned subsidiary OrthoCellix, Inc., with plans for OrthoCellix to merge into a subsidiary of Carisma and become a wholly-owned subsidiary of Carisma. As part of the agreement, Carisma and OrthoCellix were to obtain commitments from investors to purchase Carisma common stock for gross proceeds of not less than $25 million concurrent with or immediately following the merger closing. InvestingPro analysis indicates the company currently operates with a moderate debt level and shows weak financial health scores, which may have influenced investor sentiment.
Carisma exercised its right to terminate the agreement under Section 9.1(k) of the merger terms after Ocugen was unable to secure the required funding before Carisma’s pending Nasdaq compliance deadline of October 7, 2025.
Ocugen stated in the SEC filing that it believes poor market conditions and the limited timeframe for Nasdaq compliance contributed to the difficulty in obtaining the necessary investment commitments. The company indicated it will continue to focus on gene therapies and explore alternatives for its regenerative cell therapy platform, including OrthoCellix’s NeoCart technology.
This information is based on a press release statement contained in Ocugen’s filing with the Securities and Exchange Commission.
In other recent news, Ocugen Inc. reported its Q2 2025 earnings, posting an earnings per share (EPS) of -$0.05, which was a slight improvement over the forecasted -$0.06. The company achieved a revenue of $1.37 million for the quarter. Additionally, Ocugen has entered into a merger agreement with Carisma Therapeutics Inc., where its subsidiary OrthoCellix will merge with Carisma’s subsidiary, Azalea Merger Sub, and continue as a wholly owned subsidiary of Carisma. Ocugen has also successfully raised $20 million through a registered direct offering with Janus Henderson Investors, involving the sale of 20 million shares and accompanying warrants.
In regulatory news, the European Medicines Agency’s Committee for Medicinal Products for Human Use has endorsed the design of Ocugen’s pivotal OCU410ST Phase 2/3 clinical trial for Stargardt disease. This endorsement confirms that a single U.S.-based study would suffice for a Marketing Authorization Application in Europe. The EMA’s decision was informed by data from the Phase 1 GARDian trial, which showed promising results for OCU410ST. These developments highlight Ocugen’s ongoing efforts in advancing its therapeutic pipeline and securing financial resources.
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