Brodsky & Smith investigates Carisma Therapeutics' board for fiduciary breach.

Brodsky & Smith is investigating the acquisition of Carisma Therapeutics by OrthoCellix. The investigation concerns whether the Carisma Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including the dilution to the Company's shareholders in the combined entity. Shareholders can contact Jason Brodsky or Marc Ackerman at 855-576-4847 for more information.

In a recent development, Carisma Therapeutics Inc. (NASDAQ: CARM) has entered into a definitive merger agreement with OrthoCellix, Inc., a wholly-owned subsidiary of Ocugen, Inc. (NASDAQ: OCGN). The proposed transaction aims to create a Nasdaq-listed company focused on regenerative cell therapies for orthopedic diseases [3].

The merger agreement, announced on June 23, 2025, outlines a reverse merger where OrthoCellix will merge with and into a wholly-owned subsidiary of Carisma. Upon completion, Carisma shareholders are expected to own approximately 10% of the combined company, while OrthoCellix's stockholders and other participants in the concurrent financing are expected to own approximately 90% [3].

However, this transaction is now under investigation by Halper Sadeh LLC, an investor rights law firm. The investigation concerns whether the Carisma board breached its fiduciary duties to shareholders by failing to conduct a fair process and by diluting the company's shareholders in the combined entity [1, 2]. The firm is exploring whether the merger consideration is fair and whether all material information necessary for shareholders to assess the transaction has been disclosed.

Shareholders of Carisma are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options. The firm is handling the action on a contingent fee basis, meaning shareholders will not be responsible for out-of-pocket payment of legal fees or expenses [1, 2].

Separately, another investor rights law firm, Brodsky & Smith, is also investigating the acquisition. The firm is concerned about the fairness of the process and the dilution of shareholders in the combined entity. Shareholders can contact Jason Brodsky or Marc Ackerman at 855-576-4847 for more information [Not provided in source materials].

The investigation by both firms underscores the importance of transparency and fairness in corporate transactions. As the merger progresses, investors will be closely watching the developments and the outcome of these investigations.

References:
[1] https://www.marketscreener.com/quote/stock/CARISMA-THERAPEUTICS-INC-43427965/news/CARM-Stock-Alert-Halper-Sadeh-LLC-Is-Investigating-Whether-the-Merger-of-Carisma-Therapeutics-Inc-50310087/
[2] https://www.prnewswire.com/news-releases/shareholder-investigation-halper-sadeh-llc-investigates-base-and-carm-on-behalf-of-shareholders-302488386.html
[3] https://www.globenewswire.com/news-release/2025/06/23/3103287/0/en/Carisma-Therapeutics-and-OrthoCellix-Enter-into-Definitive-Merger-Agreement-to-Create-Company-Focused-on-Regenerative-Cell-Therapies-for-Orthopedic-Diseases.html