Ocugen Inc SEC Filings

Ocugen, Inc. closed a private offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, including $15.0 million of additional notes issued from a fully exercised over-allotment option.

The notes cannot be converted before the earlier of May 15, 2027 or a reserved share effective date and will be settled solely in cash until that date. The sale is expected to provide approximately $112.6 million in net proceeds, of which about $32.7 million repaid Ocugen’s Avenue Loan Agreement, with the balance for general corporate purposes. A maximum of 8,108,108 common shares may be issued upon conversion of the additional notes. Management states this financing is expected to extend Ocugen’s cash runway into 2028 to support three late-stage programs and potential BLA filings.

Ocugen, Inc. reported a larger net loss of $19.2 million for the quarter ended March 31, 2026, compared with $15.4 million a year earlier, driven by higher research and development and general and administrative expenses. Collaborative arrangement revenue was stable at $1.5 million, but operating expenses rose to $19.4 million, reflecting advancement of its gene therapy pipeline. Cash was $31.9 million and total assets $56.9 million, against total liabilities of $51.1 million. The company states that existing cash will not fund operations for 12 months after issuance of these financial statements and explicitly discloses substantial doubt about its ability to continue as a going concern, despite recent equity and warrant financings. After quarter‑end, Ocugen issued $115.0 million of 6.75% Convertible Senior Notes due 2034 and used $32.7 million of the proceeds to repay its Avenue Capital term loan.

Ocugen, Inc. completed a private offering of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, issued under an indenture with U.S. Bank Trust Company as trustee. The notes are unsecured, pay 6.75% interest semi-annually, and mature on May 15, 2034, with conversion into cash and/or common stock allowed after a specified future date, subject to an Exchange Cap and stockholder approval rules.

Ocugen received net proceeds of about $99.5 million after discounts and expenses, using approximately $32.7 million to fully repay and terminate its Avenue Loan Agreement and related loan documents, with the balance earmarked for general corporate purposes. After giving effect to the notes issuance and loan repayment, Ocugen estimates it would have had $99.0 million of cash, cash equivalents, and restricted cash on an as-adjusted basis as of March 31, 2026.

Ocugen, Inc. reported first quarter 2026 results and priced $115.0 million of 6.75% Convertible Senior Notes due 2034 in a private offering. Net proceeds are expected to be about $99.5 million, rising to $112.6 million if the initial purchaser’s option for an additional $15.0 million is fully exercised.

Ocugen plans to use approximately $32.7 million of the proceeds to fully repay its higher-cost Avenue loan and terminate that facility, with the remaining cash supporting general corporate purposes and extending its cash runway into 2028. For Q1 2026, the company generated $1.533 million in collaborative revenue and recorded a net loss of $19.2 million, with cash, cash equivalents, and restricted cash of $32.2 million as of March 31, 2026. After the offering and debt payoff, Ocugen expects cash, cash equivalents, and restricted cash of $112.1 million at closing, and potentially $127.1 million if remaining Janus Henderson warrants are exercised.

Ocugen, Inc. reported first quarter 2026 results and priced $115.0 million of 6.75% Convertible Senior Notes due 2034 in a private offering. Net proceeds are expected to be about $99.5 million, rising to $112.6 million if the initial purchaser’s option for an additional $15.0 million is fully exercised.

Ocugen plans to use approximately $32.7 million of the proceeds to fully repay its higher-cost Avenue loan and terminate that facility, with the remaining cash supporting general corporate purposes and extending its cash runway into 2028. For Q1 2026, the company generated $1.533 million in collaborative revenue and recorded a net loss of $19.2 million, with cash, cash equivalents, and restricted cash of $32.2 million as of March 31, 2026. After the offering and debt payoff, Ocugen expects cash, cash equivalents, and restricted cash of $112.1 million at closing, and potentially $127.1 million if remaining Janus Henderson warrants are exercised.

Ocugen, Inc. plans a private offering of $115 million aggregate principal amount of convertible senior notes due 2034 to qualified institutional buyers, with an expected 13‑day option for the initial purchaser to buy up to an additional $15 million of notes. The notes will be unsecured senior obligations, convertible into cash, common stock, or a combination at Ocugen’s election, with the interest rate and conversion rate set at pricing. Ocugen intends to use approximately $32.7 million of net proceeds to fully repay its loan under the Avenue Loan Agreement, including accrued interest and fees, and use the remaining proceeds for general corporate purposes. The company estimates unaudited cash, cash equivalents, and restricted cash of about $32.2 million as of March 31, 2026, and had 338,318,899 common shares outstanding as of that date.

Ocugen, Inc. is asking stockholders to vote at its June 11, 2026 virtual annual meeting on four items: electing two Class III directors, ratifying PwC as auditor for 2026, approving executive pay on an advisory basis, and choosing the preferred frequency for future say‑on‑pay votes.

The proxy also highlights major 2025 progress in Ocugen’s modifier gene therapy pipeline, including completion of enrollment in the 140‑patient Phase 3 OCU400 liMeliGhT trial for retinitis pigmentosa, positive Phase 2 OCU410 data in geographic atrophy, and rapid enrollment in the Phase 2/3 GARDian3 trial of OCU410ST for Stargardt disease. Ocugen reports a strong balance sheet supported by a $22.5 million underwritten offering in January 2026 and $15 million from warrant exercises, and details a heavily performance‑based executive compensation program tied to clinical, financial, and talent objectives.

Ocugen, Inc. files an amended preliminary proxy statement for its virtual Annual Meeting on June 11, 2026, updating Proposal 5 to set the reverse stock split range at not less than 1-for-2 and not greater than 1-for-8 (final ratio determined by the Board). The Proxy Statement aussi recaps 2025 program and corporate progress, including completion of enrollment for the OCU400 Phase 3 liMeliGhT trial (140 patients randomized 2:1), topline Phase 3 data expected in Q1 2027, positive Phase 2 OCU410 results (optimal dose: 31% lesion growth reduction, 27% ellipsoid zone preservation, 55% of treated patients ≥30% lesion reduction), and completion of dosing in the GARDian3 Phase 2/3 study (63 participants). The company reports financing activity: $22.5M gross from a January 2026 registered direct offering and an additional $15M gross from exercise of warrants for 10M shares, with proceeds projected to extend cash runway into Q1 2027.

The Proxy Statement also presents governance items: election of two Class III directors (Kirsten Castillo and Satish Chandran), ratification of PwC as independent auditor, advisory votes on executive compensation, and adjournment authority to solicit additional proxies if needed. It describes Board composition (six directors, five independent), committee memberships, director and executive compensation practices, related-party and indemnification arrangements, and certain audit fees for PwC and prior auditor Ernst & Young.

Ocugen, Inc. files a definitive proxy for its virtual Annual Meeting on June 11, 2026 and reviews 2025 progress across clinical, business development, financing, and governance fronts. The company completed enrollment in the Phase 3 liMeliGhT trial for OCU400 with 140 patients (2:1 randomized) and targets topline data in Q1 2027. OCU400 is positioned as a modifier gene therapy intended to address broad retinitis pigmentosa mutations; Ocugen executed a regional license for Korea with Kwangdong Pharmaceutical.

OCU410 reported Phase 2 results showing a 31% statistically significant reduction in lesion growth (optimal dose), 27% ellipsoid zone preservation, and 55% of treated patients with ≥30% lesion reduction. A planned pivotal Phase 3 cohort may enroll up to 300 subjects. The GARDian3 Phase 2/3 trial for OCU410ST enrolled 63 participants. Financing actions included a $22.5M registered direct offering in January 2026 and a $15M warrant exercise (10 million shares), which Ocugen says extends cash runway into Q1 2027. Leadership additions include a new CFO and senior commercial and operations hires. Proxy items include election of two Class III directors and a proposed reverse stock split in the range 1-for-4 to 1-for-8.