Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on June 22, 2025, 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"), by and among Ocugen, OrthoCellix, Carisma Therapeutics Inc., a Delaware corporation ("Carisma") and Azalea Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Carisma ("Merger Sub"), pursuant to which, among other matters, Merger Sub would 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 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"). On September 16, 2025, Carisma delivered a termination notice to the Company, providing for the termination of the Merger Agreement pursuant to Section 9.1(k) of the Merger Agreement as a result of the Company having obtained less than $25.0 million in commitments for the Concurrent Investment sufficiently in advance of Carisma's pending Nasdaq compliance deadline of October 7, 2025. Ocugen believes poor market conditions and the short timeline for Nasdaq compliance contributed to the difficulty in securing the Concurrent Investment.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement which was previously filed with the Securities and Exchange Commission ("SEC") and incorporated herein by reference.

Ocugen intends to focus on gene therapies and will continue to explore alternatives that it believes are in the best interest of its shareholders for its regenerative cell therapy platform, including OrthoCellix's NeoCart® technology for the treatment of knee articular cartilage defects.