Carisma Therapeutics Reports Material Agreements & Control Changes

TL;DR

Carisma Therapeutics filed an 8-K detailing material agreements, equity sales, and control changes.

AI Summary

Carisma Therapeutics Inc. filed an 8-K on August 29, 2025, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. The filing also notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements. Additionally, the company reported other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Carisma Therapeutics, including potential changes in control and equity transactions, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered sales of equity, and changes in control, suggesting significant corporate restructuring or transactions that carry inherent risks.

Key Players & Entities

• Carisma Therapeutics Inc. (company) — Registrant
• August 29, 2025 (date) — Date of Report
• Sesen Bio, Inc. (company) — Former Company Name
• Eleven Biotherapeutics, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share CARM The Nasdaq
• $25.0 million — regate gross proceeds at least equal to $25.0 million (the "Concurrent Investment"). Pursuant
• $5.0 million — e gross proceeds equal to not less than $5.0 million. Subscription Agreement On August 29
• $1.00 — le by evidencing a closing bid price of $1.00 or more per share for a minimum of ten
• $4.00 — e NCM, including a closing bid price of $4.00 or more per share prior to the closing

Filing Documents

• tm2524685d1_8k.htm (8-K) — 59KB
• tm2524685d1_ex10-1.htm (EX-10.1) — 124KB
• tm2524685d1_ex10-2.htm (EX-10.2) — 28KB
• 0001104659-25-085705.txt ( ) — 425KB
• carm-20250829.xsd (EX-101.SCH) — 3KB
• carm-20250829_lab.xml (EX-101.LAB) — 33KB
• carm-20250829_pre.xml (EX-101.PRE) — 22KB
• tm2524685d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Background As previously disclosed, Carisma Therapeutics Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 22, 2025, by and among the Company, Azalea Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), Ocugen, Inc., a Delaware corporation ("Ocugen"), and OrthoCellix, Inc. ("OrthoCellix"), a Delaware corporation and wholly-owned subsidiary of Ocugen, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OrthoCellix (the "Merger"), with OrthoCellix continuing as a wholly owned subsidiary of the Company and the surviving company of the Merger. Pursuant to the Merger Agreement, the Company and OrthoCellix have agreed to use commercially reasonable efforts to enter into subscription agreements with one or more investors designated by OrthoCellix (the "Investors"), pursuant to which such anticipated Investors would agree to purchase, at or immediately following the closing of the Merger, shares of common stock, par value $0.001 per share, of the Company ("Common Stock") for aggregate gross proceeds at least equal to $25.0 million (the "Concurrent Investment"). Pursuant to the Merger Agreement, Ocugen agreed to enter into a subscription agreement with the Company, pursuant to which Ocugen will commit to purchase, as part of the anticipated Concurrent Investment, shares of Common Stock for aggregate gross proceeds equal to not less than $5.0 million. 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 Comm

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Based in part upon the representations of Ocugen in the Subscription Agreement, the offering and sale of the Ocugen Shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Ocugen Shares have not been registered under the Securities Act or any state securities laws, and the Ocugen Shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. The sale of the Ocugen Shares will not involve a public offering and will be made without general solicitation or general advertising. Ocugen represented that it is an institutional "accredited investor" as defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act or a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, and that Ocugen is acquiring the Ocugen Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Ocugen Shares in violation of the United States federal securities laws.

01. Changes

Item 5.01. Changes in Control of Registrant . To the extent required by this Item, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated Employment Agreement On August 29, 2025, at the request of OrthoCellix, the Company entered into an Amended and Restated Employment Agreement with Steven Kelly, the Company's President and Chief Executive Officer (the "A&R Employment Agreement"), which amends and restates Mr. Kelly's Employment Agreement, dated March 7, 2023, with the Company (the "Original Employment Agreement"), subject to and effective upon the closing of the Merger. Pursuant to the A&R Employment Agreement, Mr. Kelly will serve as the Company's President and Chief Executive Officer following the Merger. The A&R Employment Agreement provides for substantially similar compensation arrangements as the Original Employment Agreement, except that the A&R Employment Agreement (i) reflects Mr. Kelly's current base salary that was implemented as part of the Company's annual compensation review in December 2024, (ii) clarifies that the Merger will not constitute a "Change in Control" under the A&R Employment Agreement and (iii) provides that the Company will grant Mr. Kelly, on or following the closing of the Merger, an option for a number of shares of the Company's common stock equal to 4.0% of the fully diluted capitalization of the Company at the closing of the Merger, which option will have an exercise price equal to the closing price of the Company's common stock on the grant date and will vest in three equal annual installments beginning on the first anniversary of the grant date and ending on the third anniversary of the grant date, subject to Mr. Kelly's continued service through the applicable vesting dates. In the event the Merger does not close, the A&R Employment Agreement will be void and of no force or effect and the Original Employment Agreement will remain in effect. Retention and Transaction Bonus Agreement

01. Other Events

Item 8.01. Other Events. As previously disclosed, by a decision dated June 10, 2025 (the "Panel Decision"), the Nasdaq Hearings Panel (the "Panel") granted the Company's request for the transfer of its listing to The Nasdaq Capital Market ("NCM"), pursuant to an exception, ultimately through October 7, 2025, to evidence compliance with all applicable criteria for listing on the NCM, including the applicable bid price requirement (the "NCM Bid Price Rule") and complete a strategic transaction. Nasdaq transferred the Company's listing to the NCM effective as of the open of business on June 12, 2025. In early August 2025, the Company sent a written update and request to the Panel seeking to modify certain terms of the Panel Decision. The Panel subsequently notified the Company that, based on the Company's satisfaction of the milestones thus far set forth in the Panel Decision and the Company's progress toward completing the Merger and reverse stock split within the timeframes presented to the Panel, the Panel granted the Company's request to modify the Panel Decision to provide that the Company must demonstrate continued compliance with the NCM Bid Price Rule by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions on or before October 21, 2025, instead of on or before October 7, 2025. The other terms of the Panel Decision for continued listing on the NCM remained the same, which are that: (i) on or before October 7, 2025, the Company must complete the Merger and (ii) on or before October 7, 2025, the Company must demonstrate compliance with all initial listing requirements for the NCM, including a closing bid price of $4.00 or more per share prior to the closing of the Merger. The Panel has the right to reconsider its determination based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company's securities inadvisable or unw

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated August 29, 2025, by and between the Company and Steven Kelly 10.2 Retention and Transaction Bonus Agreement, dated August 29, 2025, by and between the Company and Steven Kelly 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Note on Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding the anticipated closing of the Ocugen Investment and the anticipated Concurrent Investment; whether the conditions for the closing of the Concurrent Investment will be satisfied, including the closing of the Merger; the anticipated proceeds from the Ocugen Investment and the anticipated Concurrent Investment; and the filing of a registration statement to register the resale of the Ocugen Shares and anticipated Bonuses in connection with the Merger. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K, including "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company makes as a result

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARISMA THERAPEUTICS INC. By: /s/ Steven Kelly Date: August 29, 2025 Steven Kelly President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR