Ocugen, Inc. Announces Closing of $20 Million Registered Direct Offering of Common Stock and Warrants

Rhea-AI Summary

Ocugen (NASDAQ: OCGN), a biotechnology company focused on gene therapies for blindness diseases, has completed its previously announced $20 million registered direct offering. The offering includes 20 million shares of common stock and warrants at $1.00 per share.

The warrants allow purchase of up to 20 million additional shares at $1.50 per share, are immediately exercisable, and expire in two years. The company can call the warrants when the stock's VWAP exceeds $2.50 for at least 5 days in a 30-day period. If fully exercised, the warrants could provide additional proceeds of $30 million.

The offering proceeds are expected to extend Ocugen's cash runway into Q2 2026, or Q1 2027 if warrants are fully exercised.

Positive

• Secured $20 million in immediate funding through registered direct offering
• Potential for additional $30 million through warrant exercises
• Cash runway extended into Q2 2026, potentially Q1 2027 with warrant exercises
• Strategic investment from Janus Henderson Investors, a global asset management firm

Negative

• Significant dilution with 20 million new shares issued at $1.00 per share
• Additional potential dilution of 20 million shares if warrants are exercised
• Offering price set at market price without premium

Insights

Biotech Financial Analyst

Ocugen raised $20M through stock offering with potential for $30M more, extending cash runway to Q2 2026 or Q1 2027 if warrants exercised.

Ocugen has successfully closed a $20 million registered direct offering by selling 20 million shares at $1.00 per share with accompanying warrants. The deal structure includes warrants to purchase up to 20 million additional shares at $1.50 per share, potentially bringing in another $30 million if fully exercised. These warrants expire in two years and can be called by the company when the stock price exceeds $2.50 per share for a specified period.

This financing significantly strengthens Ocugen's balance sheet, extending their cash runway into Q2 2026 with the initial proceeds, and potentially into Q1 2027 if all warrants are exercised. For a clinical-stage biotech company focused on gene therapies for blindness diseases, this runway extension is crucial as it provides operational stability through key development milestones without immediate financing pressure.

The pricing at $1.00 per share matched the closing price on August 7, indicating the company didn't need to offer a discount to attract institutional investment. Securing funding from Janus Henderson Investors, a respected global asset management firm, adds credibility to Ocugen's programs. The callable nature of the warrants at $2.50 creates a potential win-win scenario - if Ocugen's stock appreciates substantially, they can force exercise and accelerate the additional capital infusion while limiting dilution if their programs demonstrate clinical success.

MALVERN, Pa., Aug. 12, 2025 (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 its previously announced registered direct offering pursuant to a securities purchase agreement with Janus Henderson Investors, a global asset management firm, for the purchase and sale of 20,000,000 shares of common stock and warrants to purchase up to an aggregate of 20,000,000 shares of common stock at a purchase price of $1.00 per share (closing price on August 7, 2025) and accompanying warrant. The warrants have an exercise price of $1.50 per share, are exercisable immediately upon issuance, and will expire two years following the date of issuance. The warrants are callable by the Company when the VWAP of the Company’s common stock exceeds $2.50 per share for at least five of a trailing 30 trading day period. 

Noble Capital Markets, Inc. acted as the sole placement agent in connection with the offering. Maxim Group LLC and Titan Partners Group, a division of American Capital Partners, acted as independent financial advisors in connection with the offering.

The gross proceeds to the Company were approximately $20 million before deducting the placement agent fees and other estimated offering expenses, which the Company anticipates will extend the Company’s cash runway into the second quarter of 2026. The Company may receive up to $30 million of additional gross proceeds if the warrants are exercised in full. The Company anticipates that combined offering proceeds of $50 million with warrant exercise will extend the Company’s cash runway into the first quarter of 2027. The offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-278774) previously filed with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective on May 1, 2024. The offering was made only by means of a prospectus forming a part of the effective registration statement relating to the offering. A prospectus supplement relating to the shares of common stock and warrants has been filed by the Company with the SEC. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Noble Capital Markets, Inc., 150 East Palmetto Park Rd., Suite 110, Boca Raton, FL 33432.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 Statement Regarding 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. We 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 our current expectations. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate, including the Company’s expected cash runway, whether the warrants will be exercised and various other factors. These and other risks and uncertainties are more fully described in our 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 we file with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we assume 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.

Ocugen Contact:

Tiffany Hamilton
AVP, Head of Communications
Tiffany.Hamilton@Ocugen.com

FAQ

What is the size and price of Ocugen's (OCGN) August 2025 offering?

Ocugen's offering consists of 20 million shares at $1.00 per share, along with warrants to purchase an additional 20 million shares, totaling $20 million in gross proceeds.

What are the terms of OCGN's warrants in the August 2025 offering?

The warrants have an exercise price of $1.50 per share, are immediately exercisable, expire in two years, and are callable when OCGN's stock VWAP exceeds $2.50 for 5 days in a 30-day period.

How long will the August 2025 offering extend Ocugen's cash runway?

The offering will extend Ocugen's cash runway into Q2 2026, or into Q1 2027 if all warrants are exercised.

Who participated in Ocugen's August 2025 registered direct offering?

Janus Henderson Investors, a global asset management firm, participated in the offering, with Noble Capital Markets acting as the sole placement agent.

What is the potential additional funding from OCGN's warrant exercises?

If all warrants are exercised at $1.50 per share, Ocugen could receive up to $30 million in additional gross proceeds.