Ocugen announces merger with Carisma Therapeutics amid stock decline

On June 22, 2025, Ocugen, a biopharmaceutical company, disclosed a definitive agreement to merge its subsidiary, OrthoCellix, with Carisma Therapeutics in an all-stock transaction. This merger positions OrthoCellix, which holds Ocugen's NeoCart regenerative medicine assets, to become a wholly owned subsidiary of Carisma. The deal values OrthoCellix at $135 million and Carisma at $15 million, intending to have Ocugen and its investors ultimately own 90% of the combined entity, pending a $25 million investment. Carisma shareholders will maintain a 10% stake, although these ownership stakes are contingent upon Carisma's financial situation by the closing date of the transaction. In conjunction with the merger announcement, Ocugen's shares faced a downturn, reflecting an 8.29% decrease, trading around 97 cents at the time of the publication. The combined board of the merged organization will include five directors from OrthoCellix and one from Carisma. Additionally, existing Carisma shareholders are set to receive contingent value rights connected to future proceeds arising from legacy assets and partnerships, notably including the accord with Moderna. Standard closing conditions apply to the merger, alongside investor protections such as lock-up agreements and backing agreements from essential stakeholders. The merger stands as a strategic move for both companies as they navigate the intricate landscape of biopharmaceutical development. With Ocugen having a historical 52-week high of $1.98 and a low of 52 cents, this merger is expected to create significant value for shareholders, leveraging OrthoCellix's regenerative medicine capabilities and Carisma's resources and partnerships. The timeline for completing the merger is contingent upon shareholder approvals, adherence to Nasdaq listing standards, and the effectiveness of SEC registration. This merger, viewed through the lens of the ongoing stock performance challenges faced by Ocugen, may reinvigorate market confidence and stabilize its stock price by aligning more closely with a company that has partnerships and potential revenue streams through their agreements. The finalization of the merger is anticipated to provide a fresh avenue for growth underpinned by enhanced asset value and strategic collaborations as they combine their operational strengths.