Carisma terminates merger with OrthoCellix, receives $4M from Moderna, expects wind-down

Carisma Therapeutics Inc.

• Moderna pays $4M one-time to eliminate all future milestones, royalties, and research costs under the 2022 collaboration; licenses become fully paid-up and perpetual.
• Merger with OrthoCellix/Ocugen terminated after OrthoCellix failed to secure $25M concurrent financing by Sept 15, 2025.
• Carisma is owed $750K termination fee and $500K expense reimbursement from OrthoCellix; OrthoCellix has not confirmed payment; Carisma intends to enforce.
• No meaningful cash expected for stockholders; company plans orderly wind-down or possible bankruptcy/liquidation absent a strategic transaction.
• Nasdaq delisting risk by Oct 7, 2025; the Hearings Panel could delist earlier given the merger was central to compliance plan.