Carisma Therapeutics Terminates Material Definitive Agreement

TL;DR

Carisma terminated a big deal, could mean big changes.

AI Summary

Carisma Therapeutics Inc. announced on September 16, 2025, the termination of a material definitive agreement. The company, formerly known as Sesen Bio, Inc. and Eleven Biotherapeutics, Inc., is based in Philadelphia, PA.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction, partnerships, and financial outlook.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement often signals significant business challenges or shifts, warranting closer scrutiny.

Key Players & Entities

• Carisma Therapeutics Inc. (company) — Registrant
• Sesen Bio, Inc. (company) — Former Company Name
• Eleven Biotherapeutics, Inc. (company) — Former Company Name
• September 16, 2025 (date) — Earliest event reported
• September 18, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share CARM The Nasdaq
• $4.0 million — exchange for a one-time cash payment of $4.0 million payable to the Company within ten (10)
• $5.0 million — rrent investment amount (inclusive of a $5.0 million commitment from Ocugen) equal to or in
• $25.0 million — t from Ocugen) equal to or in excess of $25.0 million. As previously disclosed, on August 29,
• $25.0 million — concurrent financing amount of at least $25.0 million as of September 15, 2025. Pursuant to
• $750,000 — ee to the Company in an amount equal to $750,000 (the "Termination Fee"), as a result of
• $500,000 — emplated thereby, in an amount equal to $500,000 (the "Expense Reimbursement"), as a res
• $25.0 m — concurrent financing amount of at least $25.0 million, (2) the risk that the Merger wou

Filing Documents

• tm2526076d1_8k.htm (8-K) — 40KB
• 0001104659-25-091064.txt ( ) — 207KB
• carm-20250916.xsd (EX-101.SCH) — 3KB
• carm-20250916_lab.xml (EX-101.LAB) — 33KB
• carm-20250916_pre.xml (EX-101.PRE) — 22KB
• tm2526076d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Moderna Collaboration and License Agreement On September 16, 2025 (the "Amendment Effective Date"), Carisma Therapeutics Inc. (the "Company") and ModernaTX, Inc. ("Moderna") entered into a First Amendment to the Collaboration and License Agreement (the "Amendment"), which amends that certain Collaboration and License Agreement, dated as of January 7, 2022, by and between the Company and Moderna (the "Moderna Agreement"). Effective as of the Amendment Effective Date, in exchange for a one-time cash payment of $4.0 million payable to the Company within ten (10) business days following the Amendment Effective Date, Moderna has no further obligation to make any financial payments to the Company under or in connection with the Agreement, subject to certain specified exceptions. Specifically, Moderna is no longer required to pay to the Company any development target designation, development, regulatory and commercial milestone payments, any royalties on net sales of any products that are commercialized under the Moderna Agreement or any research costs, regardless of whether such applicable milestone event, sale of product or research cost occurs on or after the Amendment Effective Date. Effective as of the Amendment Effective Date, the royalty term for all products expired and the licenses granted to Moderna under the Agreement became fully paid-up, perpetual, irrevocable and royalty-free. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is expected to be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

02. Termination of a

Item 1.02. Termination of a Material Definitive Agreement. Background As previously disclosed, 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 would 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 (the "Combined Company"). Pursuant to the Merger Agreement, the Company was entitled to terminate the Merger Agreement if OrthoCellix failed to secure commitments for shares of the Company's common stock from one or more investors such that as of September 15, 2025 the Company had not received, or at any time ceased to have, aggregate commitments equal to or in excess of the concurrent investment amount (inclusive of a $5.0 million commitment from Ocugen) equal to or in excess of $25.0 million. As previously disclosed, on August 29, 2025, Ocugen entered into a subscription agreement with the Company (the "Ocugen Subscription Agreement"), pursuant to which Ocugen committed to purchase $5.0 million of shares of the Company's common stock, which investment was intended to be consummated as part of a concurrent financing at or immediately following the closing of the Merger. Termination of Merger Agreement On September 16, 2025, pursuant to Section 9.1(k) of the Merger Agreement, the Company delivered written notice to OrthoCellix of termination of the Merger Agreement, effective immediately, as a result of OrthoCellix's failure to secure the concurrent financing amount of at

01. Other Events

Item 8.01. Other Events. The information contained in Item 1.02 of this Current Report on Form 8-K regarding the termination of the Merger Agreement is incorporated herein by reference. In determining to terminate the Merger Agreement, the Company considered, among other factors, (1) the lack of sufficient funds to operate the Combined Company as a publicly-traded company and to achieve projected development milestones without significant additional committed financing, including in light of the failure by OrthoCellix to secure the concurrent financing amount of at least $25.0 million, (2) the risk that the Merger would not be consummated and that the Company would have continued to incur costs related thereto, (3) the need for the Combined Company to satisfy the initial listing requirements of the Nasdaq Capital Market, a closing condition to the Merger, (4) the preservation of the Company's existing cash resources, (5) the Company's right to the Termination Fee and Expense Reimbursement upon termination of the Merger Agreement, and (6) the Company's plan to continue to pursue asset monetization transactions while preparing for an orderly wind down of the Company's operations, including satisfaction of remaining liabilities and obligations, in the absence of a strategic transaction. Following the termination of the Merger Agreement, the Company expects to continue to attempt to sell or otherwise dispose of or monetize its remaining assets and evaluate potential alternative strategic transactions. The Company's board of directors may elect to, among other things, attempt to complete an alternative strategic transaction or dissolve and liquidate the Company's remaining assets. As a result of limited time and resources, it will be extremely challenging for the Company to identify, evaluate and complete an alternative strategic transaction before October 7, 2025, beyond which date the Nasdaq Hearings Panel does not have discretion to grant the Company continued list

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: September 18, 2025 Steven Kelly President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR