PHILADELPHIA, PA & MALVERN, PA — Carisma Therapeutics Inc. (Nasdaq: CARM) and OrthoCellix, Inc. have announced a definitive merger agreement to combine the two companies in an all-stock transaction. The partnership aims to advance OrthoCellix’s NeoCart® technology, a Phase 3-ready autologous cartilage implant for treating knee articular cartilage defects.
NeoCart® uses patient-derived cells to repair damaged cartilage, integrating fortified 3D scaffolds and patented bioprocessing technology to produce adolescent-like cartilage at implantation. It has received Regenerative Medicine Advanced Therapy (RMAT) designation and FDA endorsement for a single Phase 3 trial to support a Biologics License Application (BLA). The first U.S. Phase 3 trial is expected to begin by the end of 2025.
“We believe merging OrthoCellix with Carisma will allow us to create a publicly traded company focused on the development of NeoCart® and provide value for both Ocugen and Carisma stockholders while unlocking the true market potential of NeoCart®,” said Dr. Shankar Musunuri, Chairman, CEO, and Co-founder of Ocugen. “NeoCart® has tremendous potential to deliver a truly transformative approach to cartilage repair, and we’ve established OrthoCellix with dedicated resources to bring this revolutionary technology to the patients who desperately need it.”
Under the terms of the merger, OrthoCellix will become a wholly owned subsidiary of Carisma. The resulting combined company will take the name “OrthoCellix, Inc.” and trade on the Nasdaq Capital Market under the ticker symbol “OCLX.” Pending customary approvals, the merger is expected to close in the second half of 2025.
“Carisma evaluated a range of strategic alternatives, and we believe this proposed transaction represents an opportunity to deliver significant value to our stockholders,” said Steven Kelly, President and CEO of Carisma. “OrthoCellix is strongly positioned with its NeoCart® platform, a dedication to developing regenerative cell therapies, and a well-credentialed management team to lead the combined company.”
The transaction, which includes a concurrent $25 million private financing to support the NeoCart® Phase 3 trial, has received unanimous approval from both boards of directors. Carisma stockholders will be issued contingent value rights tied to potential proceeds from Carisma’s pre-transaction assets. After the merger, participants in the financing, along with OrthoCellix’s stockholder, will own approximately 90% of the combined company, while Carisma stockholders will hold approximately 10%.
NeoCart®, a novel implant designed to restore cartilage health and function, has the potential to improve recovery and prevent complications from articular cartilage damage, a condition that affects millions globally.
Both companies describe the transaction as a strategic opportunity to focus resources on advancing NeoCart® while delivering long-term value to shareholders and addressing critical patient needs in orthopedics.
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