Material Agreement, Termination of Material Agreement (Form 8-K)

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.

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 least $25.0 million as of September 15, 2025.