Ocugen Enters Material Definitive Agreement

TL;DR

OCGN signed a big deal, details TBD.

AI Summary

Ocugen, Inc. announced on August 29, 2025, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but it signifies a significant development for the company.

Why It Matters

This filing indicates Ocugen has entered into a significant agreement, which could impact its future operations, partnerships, or product development pipeline.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the agreement.

Key Players & Entities

• Ocugen, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• 11 Great Valley Parkway Malvern, Pennsylvania 19355 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share OCGN The Nasdaq
• $0.001 — rger, shares of common stock, par value $0.001 per share, of Carisma("Common Stock") f
• $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. On August 29, 2025, as part of the an

Filing Documents

• tm2525345d1_8k.htm (8-K) — 33KB
• 0001104659-25-087801.txt ( ) — 195KB
• ocgn-20250829.xsd (EX-101.SCH) — 3KB
• ocgn-20250829_lab.xml (EX-101.LAB) — 33KB
• ocgn-20250829_pre.xml (EX-101.PRE) — 22KB
• tm2525345d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry Into a Material Definitive Agreement. Subscription Agreement As previously disclosed, the Ocugen, Inc. ("Ocugen" or the "Company") and OrthoCellix, Inc., a Delaware corporation and wholly-owned subsidiary of the Company to which the Company has contributed the assets related to the Company's Neocart product candidate ("OrthoCellix"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 22, 2025, by and among the Company, OrthoCellix, Carisma Therapeutics Inc. ("Carisma") and Azalea Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), 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 Carisma and the surviving company of the Merger. Pursuant to the Merger Agreement, Carisma 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 Carisma("Common Stock") for aggregate gross proceeds at least equal to $25.0 million (the "Concurrent Investment"). Pursuant to the Merger Agreement, the Company agreed to enter into a subscription agreement with Carisma, pursuant to which the Company committed to purchase, as part of the anticipated Concurrent Investment, shares of common stock of Carisma (the "Carisma Common Stock") for aggregate gross proceeds equal to not less than $5.0 million. On August 29, 2025, as part of the anticipated Concurrent Investment, the Company entered into the subscription agreement described above with Carisma (the "Subscription Agreement"), pursuant

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the anticipated benefits to Ocugen of the definitive license agreement, qualitative assessments of available data, potential benefits, expectations for ongoing clinical trials, anticipated regulatory filings and anticipated development timelines, which are subject to risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "anticipate," "project," "target," "design," "estimate," "predict," "potential," "plan," "on track," or similar expressions or the negative of those terms. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. The express or implied forward-looking statements included herein are only predictions and are subject to a number of risks, uncertainties and assumptions, including, without limitation: the risk that the conditions to the closing of the proposed Merger (the "Closing") or consummation of the proposed Concurrent Investment and the Merger (the "Proposed Transactions") are not satisfied, including the failure to timely obtain approval of the proposed Merger from both Carisma's and OrthoCellix's stockholders; the risk that the proposed Concurrent Investment is not completed in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of Carisma and Orth

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. Ocugen, Inc. Date: September 5, 2025 By: /s/ Shankar Musunuri Name: Shankar Musunuri Title: Chairman, Chief Executive Officer, & Co-Founder

View Full Filing

View this 8-K filing on SEC EDGAR