{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-061397","form_type":"8-K","ticker":"CARM","cik":"0001485003","company_name":"Carisma Therapeutics Inc.","filed_at":"2025-06-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.426281+00:00","generated_at":"2026-05-18T23:32:40.480551+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Carisma to merge with OrthoCellix; pre-merger holders to own ~10% of combined company","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-061397","json":"https://secwatch.observer/filing/0001104659-25-061397.json","markdown":"https://secwatch.observer/filing/0001104659-25-061397.md","text":"https://secwatch.observer/filing/0001104659-25-061397.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1485003/000110465925061397/0001104659-25-061397-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1485003/000110465925061397/tm2518620d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T23:32:40.480551+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}