Ocugen, Inc. Announces Closing of $22.5 Million Underwritten Registered Direct Offering of Common Stock

Rhea-AI Summary

Ocugen (Nasdaq: OCGN) closed an underwritten registered direct offering of 15,000,000 shares of common stock at $1.50 per share, producing net proceeds of $20.85 million after commissions and expenses.

The financing was led by RTW Investments with participation from new and existing investors, and Oppenheimer & Co. acted as sole book-running manager. Ocugen said it intends to use proceeds for general corporate purposes, capital expenditures, working capital, and general and administrative expenses, and expects the funds to extend its cash runway into the fourth quarter of 2026. The offering was made pursuant to a shelf registration on Form S-3 (File No. 333-278774).

Positive

• Net proceeds of $20.85 million
• Financing led by RTW Investments
• Sole book-running manager: Oppenheimer & Co.
• Proceeds expected to extend cash runway into Q4 2026

Negative

• Issued 15,000,000 new shares, creating shareholder dilution
• Offering price of $1.50 per share limits capital raised per share
• Net proceeds reduced by commissions and offering expenses

News Market Reaction

+0.61%

1 alert

+0.61% News Effect

On the day this news was published, OCGN gained 0.61%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross offering size: $22.5 million Shares offered: 15,000,000 shares Offering price: $1.50 per share +5 more

8 metrics

Gross offering size $22.5 million Underwritten registered direct offering of common stock

Shares offered 15,000,000 shares Common stock in the underwritten registered direct offering

Offering price $1.50 per share Price for each share of common stock in the offering

Net proceeds $20.85 million After commissions and estimated offering expenses

Cash runway Into Q4 2026 Management expectation after this financing

Form S-3 file date April 18, 2024 Shelf registration statement filing date

Form S-3 effective May 1, 2024 Effectiveness date of the registration statement

Price reaction 10.74% OCGN 24h move into/around offering close

Market Reality Check

Price: $1.52 Vol: Volume 7162701 is above t...

normal vol

$1.52 Last Close

Volume Volume 7162701 is above the 20-day average of 6049650, indicating elevated trading interest into the offering close. normal

Technical Shares trade above the 200-day MA of 1.17 but remain 15.82% below the 52-week high and well above the 52-week low.

Peers on Argus

OCGN gained 10.74% with elevated volume. Several biotech peers (FDMT, MBX, BNTC,...

OCGN gained 10.74% with elevated volume. Several biotech peers (FDMT, MBX, BNTC, DSGN, LRMR) also traded higher, but momentum scanners did not flag a coordinated sector move, pointing to a stock-specific reaction to the financing close.

Previous Offering Reports

3 past events · Latest: Jan 21 (Neutral)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Equity offering pricing	Neutral	-10.8%	Underwritten stock offering priced at $1.50 for 15,000,000 new shares.
Aug 12	Offering closing	Neutral	+5.0%	Closing of $20 million registered direct stock and warrant financing.
Aug 08	Financing announcement	Neutral	-1.8%	Announcement of $20 million registered direct stock and warrant deal.

Pattern Detected

Recent equity offerings have triggered mixed single-digit to low double-digit price moves, indicating investors react sensitively but not uniformly to Ocugen’s financings.

Recent Company History

Over the last six months, Ocugen has repeatedly tapped equity markets, including the $20 million August 2025 registered direct deal with warrants and the January 2026 underwritten offering priced at $1.50 for 15,000,000 shares. These financings were framed as extending cash runway amid ongoing losses and late‑stage gene therapy development. Today’s closing announcement completes the January financing sequence, following prior pricing and 8‑K/424B5 disclosures detailing dilution and use of proceeds.

Historical Comparison

offering

+5.9 %

Average Historical Move

Historical Analysis

Past offering headlines produced average moves of about 5.86%. Today’s 10.74% gain following the closing notice sits at the higher end of Ocugen’s typical financing reactions.

Typical Pattern

Ocugen’s financing pattern shows announcement, pricing, then closing releases, as seen in August 2025 and repeated with the January 2026 underwritten offering.

Market Pulse Summary

This announcement finalizes an underwritten stock offering that raises $20.85 million in net proceed...

Analysis

This announcement finalizes an underwritten stock offering that raises $20.85 million in net proceeds and is expected to fund operations into Q4 2026. It follows earlier pricing and SEC filings that detailed dilution and risk factors. Investors may weigh the benefit of a longer cash runway against ongoing losses and the possibility of future capital raises. Key watchpoints include progress in late‑stage gene therapy programs and updates in upcoming SEC reports.

Key Terms

underwritten registered direct offering, book-running manager, shelf registration statement, form s-3, +1 more

5 terms

underwritten registered direct offering financial

"announced the closing of its previously announced underwritten registered direct offering of 15,000,000 shares"

An underwritten registered direct offering is a way a company raises money by selling newly registered shares or bonds directly to selected investors, with an investment bank agreeing to buy and resell the securities so the company knows it will receive the cash. Think of the bank as a wholesaler that guarantees to take the inventory and find buyers; it speeds the sale but often means the securities are sold at a discount, which can dilute existing shareholders and affect the stock price.

book-running manager financial

"Oppenheimer & Co. acted as the sole book-running manager for the offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

shelf registration statement regulatory

"The offering was made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-278774)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement relating to and describing the terms of the offering has been filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

MALVERN, Pa., Jan. 23, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc. (Nasdaq: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced the closing of its previously announced underwritten registered direct offering of 15,000,000 shares of its common stock at an offering price of $1.50 per share of common stock for net proceeds of $20.85 million, after deducting commissions and other estimated offering expenses payable by Ocugen. The financing was led by RTW Investments, with additional participation from new and existing investors.

Ocugen intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital, and general and administrative expenses and anticipates that the net proceeds will extend the company’s cash runway into the fourth quarter of 2026.

Oppenheimer & Co. acted as the sole book-running manager for the offering.

The offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-278774) previously filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2024, which became effective on May 1, 2024. The offering was made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A prospectus supplement relating to and describing the terms of the offering has been filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus relating to the offering, may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com.

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

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. Such forward-looking statements within this press release include, without limitation, statements regarding Ocugen’s expectations regarding the anticipated use of proceeds. 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, such as market and other conditions. 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 and various other factors. These and other risks and uncertainties are more fully described in our periodic filings with the 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 applicable law, we assume no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events, changed circumstances or otherwise, after the date of this press release.

Ocugen Contact:

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

FAQ

How many shares did Ocugen (OCGN) sell in the January 23, 2026 offering?

Ocugen sold 15,000,000 shares of common stock in the registered direct offering.

What price per share did Ocugen (OCGN) receive in the offering on January 23, 2026?

The offering price was $1.50 per share of common stock.

How much net cash did Ocugen (OCGN) raise from the January 2026 offering?

Ocugen reported net proceeds of $20.85 million after commissions and estimated expenses.

Who led Ocugen's (OCGN) January 23, 2026 financing and who managed the deal?

RTW Investments led the financing and Oppenheimer & Co. acted as sole book-running manager.

What will Ocugen (OCGN) use the offering proceeds for and how long will they last?

Proceeds will fund general corporate purposes, capital expenditures, working capital, and G&A, and are expected to extend cash runway into Q4 2026.

Was Ocugen's (OCGN) offering filed under a shelf registration?

Yes; the offering was made pursuant to a Form S-3 shelf registration (File No. 333-278774).