Carisma to merge with OrthoCellix; pre-merger holders to own ~10% of combined company

Carisma Therapeutics Inc.

Carisma (CARM) enters merger with Ocugen subsidiary OrthoCellix; Merger Sub to merge into OrthoCellix, which becomes wholly owned subsidiary.
Pre-merger Carisma stockholders will own ~10% of combined company; Ocugen/OrthoCellix stockholders and Concurrent Investment investors will own ~90%, on fully-diluted basis.
Expected Concurrent Investment of at least $25M; Ocugen commits to purchase at least $5M of Carisma common stock at or immediately after closing.
Exchange ratio based on OrthoCellix valuation of $135M (less any shortfall in Concurrent Investment) and Carisma valuation of $15M (adjusted for net cash).
CVR Agreement grants pre-merger Carisma stockholders contingent cash payments from future disposition of legacy assets, including Moderna collaboration; no assurance of payment.

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