Ocugen, Inc. Announces Closing for $130.0 Million of 6.75% Convertible Senior Notes

Ocugen (NASDAQ: OCGN) closed a private offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 to qualified institutional buyers under Rule 144A, including a $15.0 million over-allotment option.

Rhea-AI Summary

Ocugen (NASDAQ: OCGN) closed a private offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 to qualified institutional buyers under Rule 144A, including a $15.0 million over-allotment option.

The notes were priced at 90% of principal, generating approximately $112.6 million in net proceeds. Ocugen used about $32.7 million to fully repay its Avenue Capital loan, including interest and fees, and plans to use the remaining proceeds for general corporate purposes. According to Ocugen, this financing extends its anticipated cash runway into 2028 to support three late-stage programs and the goal of filing three BLAs by 2028.

Positive

• Secures $130.0 million principal of 6.75% convertible notes due 2034
• Generates approximately $112.6 million in net proceeds
• Fully repays about $32.7 million outstanding under Avenue Loan Agreement
• Extends anticipated cash runway into 2028, according to Ocugen
• Supports advancement of three late-stage programs and planned three BLAs by 2028

Negative

• 6.75% coupon on new convertible senior notes increases interest obligations
• Convertible feature may lead to future equity dilution for shareholders
• Notes issued at 90% of principal amount, implying issuance discount

Argus May 15 session

-4.79% close to close Open Argus

Details

News Market Reaction – OCGN

On May 15, the first trading day after this news, OCGN closed 4.79% below the previous close.

Data tracked by StockTitan Argus for the May 15 session.

Key Figures

Convertible notes size: $130.0M Over-allotment option: $15.0M Net proceeds: $112.6M +5 more

Convertible notes size

$130.0M

Aggregate principal amount of 6.75% convertible senior notes due 2034

Over-allotment option

$15.0M

Full exercise of additional notes option by initial purchaser

Net proceeds

$112.6M

Estimated net proceeds after discounts and offering expenses

Coupon rate

6.75%

Interest rate on convertible senior notes due 2034

Offering price

90%

Offering price as percentage of principal amount of the notes

Debt repayment

$32.7M

Net proceeds used to fully repay Avenue Loan Agreement

Cash runway

into 2028

Management’s expectation for extended cash runway after financing

Planned BLAs

3 by 2028

Goal to file three Biologics License Applications by 2028

Historical Context

5 past events · Latest: 2026-05-13

5 events

1. 2026-05-13

   Conference participation

   24h Move

   +0.0%

   Outlined upcoming scientific and investor conference presentations for gene therapy platform.

2. 2026-05-05

   Earnings and financing

   24h Move

   -19.5%

   Q1 2026 update and disclosure of $115M 6.75% convertible notes extending cash runway.

3. 2026-05-05

   Notes pricing

   24h Move

   -19.5%

   Priced $115M 6.75% convertible senior notes due 2034 at 90% of principal.

4. 2026-05-04

   Offering launch

   24h Move

   -19.5%

   Announced proposed $115M private convertible notes offering with $15M option.

5. 2026-04-29

   Earnings call notice

   24h Move

   +1.2%

   Scheduled May 5, 2026 call to discuss Q1 2026 results and business update.

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, over-allotment option, rule 144a, aggregate principal amount, +2 more

6 terms

convertible senior notes financial

"announced the closing of $130.0 million aggregate principal amount of 6.75% 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.

over-allotment option financial

"Includes Full Exercise of $15.0 million Over-Allotment Option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

rule 144a regulatory

"to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

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.

aggregate principal amount financial

"announced the closing of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

net proceeds financial

"expected to result in approximately $112.6 million in net proceeds to Ocugen"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

loan and security agreement financial

"loan outstanding under its Loan and Security Agreement with affiliates of Avenue Capital Group"

A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.

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

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Includes Full Exercise of $15.0 million Over-Allotment Option

MALVERN, Pa., May 14, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced the closing of $130.0 million aggregate principal amount of 6.75% 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”), including the full exercise by the initial purchaser of its option to purchase an additional $15.0 million aggregate principal amount of the notes. The sale of the notes is expected to result in approximately $112.6 million in net proceeds to Ocugen after deducting the initial purchaser’s discount and estimated offering expenses payable by Ocugen.

The offering price of the notes was 90% of the principal amount of the notes. Ocugen used 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 (the “Avenue Loan Agreement”), 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 for general corporate purposes.

"This financing milestone reflects the strong momentum we have built across our late-stage pipeline and our unwavering commitment to the patients we serve," said Dr. Shankar Musunuri, Chairman, Chief Executive Officer, and Co-founder of Ocugen. "With our anticipated cash runway extended into 2028, we are well-positioned to advance three late-stage programs and execute toward our goal of filing three BLAs by 2028, bringing potentially transformative therapies to patients who have long awaited meaningful treatment options."

About Ocugen, Inc.
Ocugen, Inc. is a pioneering biotechnology leader in gene therapies for blindness diseases. Our breakthrough modifier gene therapy platform has the potential to address significant unmet medical need for large patient populations through our gene-agnostic approach. Unlike traditional gene therapies and gene editing, Ocugen’s modifier gene therapies address the entire disease—complex diseases that are potentially caused by imbalances in multiple gene networks. Currently we have programs in development for inherited retinal diseases and blindness diseases affecting millions across the globe, including retinitis pigmentosa, Stargardt disease, and geographic atrophy—late-stage dry age-related macular degeneration. Discover more at www.ocugen.com and follow us on X and LinkedIn.

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 anticipated use of proceeds from the offering, Ocugen’s anticipated cash runway, the timing of future BLA filings, the potential to bring therapies to patients, 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: risks related to the offering and uncertainties related to market conditions; the impact of the offering on the market price of Ocugen’s common stock; and risks related to the potential dilution to holders of Ocugen’s common stock. 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.

Investor Contact:
Candice Masse
astr partners
candice.masse@astrpartners.com

FAQ

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

What did Ocugen (NASDAQ: OCGN) announce on May 14, 2026 about its financing?

Ocugen announced closing a $130.0 million private offering of 6.75% Convertible Senior Notes due 2034. According to Ocugen, the transaction was conducted under Rule 144A for qualified institutional buyers and included full exercise of a $15.0 million over-allotment option.

What are the key terms of Ocugen's 6.75% Convertible Senior Notes due 2034 (OCGN)?

Ocugen’s notes carry a 6.75% coupon and mature in 2034, with a total principal of $130.0 million. The notes were sold privately to qualified institutional buyers at 90% of principal, with convertibility and senior status as outlined by Ocugen.

How much net proceeds did Ocugen (OCGN) receive from the $130 million convertible notes offering?

Ocugen expects approximately $112.6 million in net proceeds from the convertible notes offering. According to Ocugen, this figure reflects deductions for the initial purchaser’s discount and estimated offering expenses associated with the 6.75% Convertible Senior Notes due 2034.

How will Ocugen use the proceeds from its 6.75% convertible notes offering?

Ocugen used about $32.7 million to fully repay its Avenue Capital loan, including fees. According to Ocugen, the remaining net proceeds from the $130.0 million notes will fund general corporate purposes and help support advancement of late-stage programs.

What does the new $130 million convertible notes financing mean for Ocugen's cash runway?

Ocugen states that the financing extends its anticipated cash runway into 2028. According to Ocugen, this extended runway should help advance three late-stage programs and support its goal of filing three BLAs by 2028, subject to development progress.

How does repaying the Avenue Loan Agreement affect Ocugen (OCGN) after the notes offering?

Ocugen used approximately $32.7 million of net proceeds to fully repay the Avenue Loan Agreement. According to Ocugen, this payment covered outstanding principal, accrued and unpaid interest, and related prepayment and other fees tied to the Avenue Capital loan.