M&A - Carisma Therapeutics Inc.

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925062257

Filing Summary: On June 24, 2025, Carisma Therapeutics Inc. filed a document pursuant to Rule 425 under the Securities Act of 1933 concerning their proposed merger with OrthoCellix, Inc. This filing relates to the Merger Agreement dated June 22, 2025, in which Carisma and its wholly owned subsidiary Azalea Merger Sub, Inc. will merge with OrthoCellix, making it a wholly owned subsidiary of Carisma. The document outlines that the completion of the merger is subject to various conditions, including stockholder approvals and potential financing requirements. Forward-looking statements concerning expectations and risks related to the merger, its financing, and operational integration are addressed, detailing anticipated cash balances, development prospects for product candidates like NeoCart®, and potential regulatory hurdles. It emphasizes the uncertainties involved in the merger and contains caution regarding reliance on these forward-looking statements until the closing of the transaction.