Ocugen Announces Private Offering of $115 Million of Convertible Senior Notes

Ocugen (NASDAQ: OCGN) announced a proposed private offering of $115 million aggregate principal of Convertible Senior Notes due 2034, with an initial purchaser option for an additional $15 million.

Rhea-AI Summary

Ocugen (NASDAQ: OCGN) announced a proposed private offering of $115 million aggregate principal of Convertible Senior Notes due 2034, with an initial purchaser option for an additional $15 million. Ocugen intends to use approximately $32.7 million of net proceeds to repay a loan and related fees; remaining proceeds for general corporate purposes. Terms including interest rate and conversion rate will be set at pricing. Notes will be unsecured, rank junior to secured debt to the extent of secured assets, and may be converted into cash, shares, or a combination at Ocugen's election. The offering is to qualified institutional buyers under Rule 144A and is subject to market conditions.

Positive

• Proceeds of $115M (plus $15M option) provide near-term liquidity
• Approximately $32.7M allocated to repay existing loan and related fees
• Use of remaining proceeds reserved for general corporate purposes

Negative

• Convertible notes may dilute shareholders if converted into common stock
• Notes are unsecured and rank junior to secured indebtedness to the extent of secured assets
• Offering completion is uncertain and subject to market and other conditions

Argus May 5 session

-19.46% close to close Open Argus

Details

News Market Reaction – OCGN

On May 5, the first trading day after this news, OCGN closed 19.46% below the previous close.

Data tracked by StockTitan Argus for the May 5 session.

Key Figures

Convertible notes size: $115 million Additional notes option: $15 million Debt repayment amount: $32.7 million +5 more

Convertible notes size

$115 million

Aggregate principal amount of Convertible Senior Notes due 2034

Additional notes option

$15 million

13-day option for initial purchaser to buy additional notes

Debt repayment amount

$32.7 million

Net proceeds earmarked to fully repay Avenue Capital loan plus interest and fees

Notes maturity

2034

Convertible Senior Notes due 2034 in private offering

Option period

13 days

Window for initial purchaser to exercise option for additional notes

Share price

$1.80

Price before announcement, up 4.05% over prior 24 hours

52-week range

$0.64 – $2.725

Pre-news 52-week low and high for OCGN

Market cap

$561,940,747

Equity value prior to the private convertible note announcement

Historical Context

5 past events · Latest: Apr 29

5 events

1. Apr 29

   Earnings call notice

   24h Move

   +1.2%

   Scheduled call and webcast to discuss Q1 2026 results and business updates.

2. Apr 23

   Conference participation

   24h Move

   -0.6%

   Presentations at investor and industry conferences highlighting modifier gene therapy platform.

3. Apr 01

   Clinical progress

   24h Move

   -1.1%

   Early completion of dosing in Phase 2/3 pivotal GARDian3 trial for OCU410ST.

4. Mar 24

   Clinical data update

   24h Move

   -8.6%

   Positive 12‑month Phase 2 ArMaDa data for OCU410 in geographic atrophy with lesion reduction.

5. Mar 23

   Webcast announcement

   24h Move

   +2.9%

   Announcement of webcast to review full Phase 2 ArMaDa clinical trial data for OCU410.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, Rule 144A, general unsecured obligations, accrued and unpaid interest

4 terms

convertible senior notes financial

"announced its intention to offer ... $115 million aggregate principal amount of Convertible Senior Notes due 2034"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Rule 144A regulatory

"in a private offering ... to qualified institutional buyers pursuant to Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

general unsecured obligations financial

"The notes will be Ocugen’s general unsecured obligations and will rank senior in right of payment"

General unsecured obligations are debts a company owes that are not backed by specific collateral and stand on the same level as other unsecured creditors if the company can’t pay. Think of them as IOUs in a group where some people hold pledged items for repayment (secured creditors) and these do not — unsecured holders share whatever is left. Investors care because these claims carry higher risk and typically recover less in a bankruptcy, affecting bond values and credit risk.

accrued and unpaid interest financial

"to fully repay the outstanding principal amount of, plus accrued and unpaid interest on, the loan"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

MALVERN, Pa., May 04, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc. (“Ocugen” or the “Company”) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced its intention to offer, subject to market conditions and other factors, $115 million aggregate principal amount of Convertible Senior Notes due 2034 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Ocugen also expects to grant the initial purchaser of the notes a 13-day option to purchase up to an additional $15 million aggregate principal amount of the notes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Ocugen intends to use approximately $32.7 million of the net proceeds from the offering to fully repay the outstanding principal amount of, plus accrued and unpaid interest on, the loan outstanding under its Loan and Security Agreement with affiliates of Avenue Capital Group and pay the related prepayment fee and other fees and expenses in connection therewith. Ocugen expects to use the remaining net proceeds from the offering, including any additional proceeds from the initial purchaser’s exercise of its option to purchase additional notes, for general corporate purposes.

The notes will be Ocugen’s general unsecured obligations and will rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to all of its existing and future liabilities that are not so subordinated, and junior to all of its secured indebtedness, to the extent of the value of the assets securing such indebtedness. Interest will be payable semi-annually in arrears. The notes may be converted into cash, shares of Ocugen’s common stock or a combination thereof, at Ocugen’s election. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.

The notes will only be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes nor the shares of Ocugen’s common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including but not limited to, statements regarding the proposed terms of the notes; the anticipated terms of the notes; the size of the offering, including the initial purchaser’s option to purchase additional notes; the anticipated use of proceeds from the offering, including the repayment of the existing loan facility; the completion of the offering, and other statements contained in this press release that are not historical facts. Ocugen may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from Ocugen’s current expectations, including, but not limited to: uncertainties related to market conditions and whether the offering will be completed on the anticipated terms or at all; the impact of the offering on the market price of Ocugen’s common stock; risks related to the potential dilution to holders of Ocugen’s common stock; and uncertainties regarding the conversion price and other terms of the notes. These and other risks and uncertainties are more fully described in Ocugen’s periodic filings with the Securities and Exchange Commission (SEC), including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that Ocugen files with the SEC. Any forward-looking statements that Ocugen makes in this press release speak only as of the date of this press release. Except as required by law, Ocugen assumes no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events, or otherwise, after the date of this press release.

Contact:

Candice Masse
astr partners
candice.masse@astrpartners.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Ocugen announcing on May 4, 2026 regarding a convertible note offering (OCGN)?

Ocugen announced a proposed private offering of $115 million of convertible senior notes due 2034, with a $15 million option. According to the company, the offering targets qualified institutional buyers under Rule 144A and is subject to market conditions.

How will Ocugen (OCGN) use the proceeds from the $115M convertible notes offering?

Ocugen plans to use about $32.7 million of net proceeds to repay an outstanding loan and related fees. According to the company, remaining proceeds will be used for general corporate purposes, including any additional option proceeds.

Will the new Ocugen convertible notes (OCGN) be secured or unsecured and how do they rank?

The notes will be general unsecured obligations and will rank junior to secured indebtedness to the extent of secured assets. According to the company, they will rank senior to any specifically subordinated indebtedness and equal to other unsubordinated liabilities.

Can Ocugen's (OCGN) convertible notes be converted into common stock and what determines conversion terms?

Yes. The notes may be converted into cash, shares of Ocugen common stock, or a combination at Ocugen’s election. According to the company, conversion rate, interest rate, and other terms will be determined at pricing.

Who can buy Ocugen's (OCGN) convertible notes and are the securities registered?

The offering is limited to qualified institutional buyers pursuant to Rule 144A and the securities are not registered under the Securities Act. According to the company, the notes and any shares issuable upon conversion will not be registered unless an exemption or registration is available.

What risk does Ocugen (OCGN) cite about completing the $115M offering?

Ocugen notes the offering is subject to market and other conditions and there is no assurance it will be completed or on what terms. According to the company, timing, size, and final terms depend on market conditions and pricing.