Carisma Therapeutics To Receive $5M Investment From Ocugen As Part of Merger With Ocugen Subsidiary OrthoCellix,Pending Shareholder And Regulatory Approvals

Subscription Agreement

 

On August 29, 2025, as part of the anticipated Concurrent Investment, the Company entered into a subscription agreement with Ocugen (the "Subscription Agreement"), pursuant to which the Company agreed to issue and sell to Ocugen in a private placement (the "Ocugen Investment") an aggregate of $5.0 million of shares of Common Stock (the "Ocugen Shares"), which is expected to be at a price per share to be calculated by dividing (i) the Aggregate Valuation (as defined in the Merger Agreement) by (ii) the Post-Closing Parent Shares (as defined in the Merger Agreement).

 

Pursuant to the Subscription Agreement, if the Company grants to any anticipated Investors in the anticipated Concurrent Investment any rights, privileges or protections more favorable than those granted to Ocugen under the Subscription Agreement or the Registration Rights Agreement (as defined below), then Ocugen shall be automatically entitled to such more favorable rights, privileges and protections, subject to certain specified exceptions.

 

The Ocugen Investment is expected to be consummated as part of the anticipated Concurrent Investment at or immediately following the closing of the Merger, subject to approval by the Company's stockholders under the rules of The Nasdaq Stock Market LLC of the issuance of shares of Common Stock in the Merger and in the anticipated Concurrent Investment, the closing of the Merger and the satisfaction of other customary closing conditions.

 

Chardan Capital Markets LLC and Lake Street Capital Markets, LLC are acting as placement agents for the Ocugen Investment.