Ocugen, Inc.

Current report

The Merger may not be completed within the time frame we anticipate, or at all, which could have an adverse effect on our business, financial results and/or operations.

Current report

On June 22, 2025, we entered into the Merger Agreement with Carisma, OrthoCellix (our wholly-owned subsidiary to which we contributed the assets related to our Neocart product candidate) and Merger Sub. Pursuant to the Merger Agreement, 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. Following the Merger, the combined company will focus on the development of NeoCart technology for the treatment of knee articular cartilage defects.

Current report

The obligation of each party to effect the Merger is subject to several customary conditions, including: (i) a registration statement having become effective in accordance with the provisions of the Securities Act covering the shares of Carisma to be issued in the Merger, (ii) the accuracy of the representations and warranties made by parties in the Merger Agreement, subject to certain materiality qualifications and exceptions; (iii) compliance by parties with covenants under the Merger Agreement in all material respects; and (iv) Carisma’s Net Cash (as defined in the Merger Agreement) not being less than -$1.0 million.

Current report

We cannot assure you that the Merger will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.

Current report

If the transaction is not completed within the expected time frame or at all, we will have incurred significant costs, including significant legal and advisory fees, and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger. The failure to complete the transaction could also result in negative publicity and negatively affect our relationship with our stockholders, employees and other business partners.

Current report

Lawsuits may be filed against us and the members of our board of directors arising out of the proposed Merger, which may delay or prevent the proposed Merger.

Current report

Complaints may in the future be filed against us, our board of directors, Carisma, OrthoCellix or any of the combined company’s boards of directors and/or others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our board of directors, Carisma, OrthoCellix or any of the combined company’s boards of directors could delay or prevent the consummation of the Merger, result in significant costs, and divert the attention of our management and employees from our day-to-day business which could affect our operations and otherwise adversely affect us financially.

Current report — wording carried from elsewhere

business may rely, which could negatively impact our business. The Trump administration has issued executive orders seeking to greatly reduce the size of the federal workforce, including through layoffs and severance packages offered to employees of federal agencies within the executive branch and independent agencies, including the FDA. Any such reduction in personnel may result in longer review times by the FDA and other agencies.