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  4. [8-K] Ocugen, Inc. Reports Material Event

Ocugen (NASDAQ: OCGN) closes $130M 6.75% convertible notes due 2034

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Ocugen secures $130M in convertibles, refinances debt, and extends cash runway.

Ocugen issued $130.0 million of 6.75% Convertible Senior Notes due 2034, including a fully exercised $15.0 million over-allotment. The notes are initially non-convertible until the earlier of May 15, 2027 or a reserved share effective date and must be settled in cash until that point.

The company expects about $112.6 million in net proceeds, using roughly $32.7 million to fully repay its Avenue Loan Agreement, including accrued interest and fees. This replaces a secured loan with longer-dated convertible debt, potentially easing near-term cash pressure while introducing future equity dilution risk via conversion.

Management indicates the financing should extend its cash runway into 2028 and support advancement of three late-stage programs toward planned BLA filings by 2028. Actual impact will depend on development progress, future financing needs, and market conditions for any eventual note conversions or additional capital raises.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total convertible notes issued $130.0 million aggregate principal amount 6.75% Convertible Senior Notes due 2034 in private offering
Additional notes from over-allotment $15.0 million aggregate principal amount Issued upon full exercise of over-allotment option
Initial notes closing $115.0 million aggregate principal amount Previously closed on May 7, 2026
Coupon rate 6.75% Interest rate on Convertible Senior Notes due 2034
Expected net proceeds $112.6 million After purchaser discount and estimated expenses
Debt repaid $32.7 million Used to fully repay Avenue Loan Agreement with interest and fees
Max shares from additional notes 8,108,108 shares Maximum common shares issuable on conversion of $15.0M additional notes
Maximum conversion rate 540.5405 shares per $1,000 Conversion rate for additional notes, subject to adjustment
Convertible Senior Notes financial
"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
"pursuant to the exercise in full of the over-allotment option granted by the Company"
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
"for resale by the initial purchaser to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A"
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.
Section 4(a)(2) regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Section 3(a)(9) regulatory
"transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
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.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2026

 

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36751   04-3522315
(State or other jurisdiction
of incorporation)		   (Commission File
Number)		   (IRS Employer
Identification No.)

 

11 Great Valley Parkway

Malvern, Pennsylvania

  19355
(Address of principal executive offices)   (Zip Code)

 

(484) 328-4701

Registrant’s telephone number, including area code: 

 

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
Common Stock, par value $0.01 per share   OCGN  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

As previously reported, on May 7, 2026, Ocugen, Inc. (the “Company”) completed the closing under its previously announced private offering (the “offering”) of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (the “notes”). The notes were issued pursuant to an indenture, dated May 7, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

 

On May 14, 2026, the Company issued an additional $15.0 million aggregate principal amount of notes (the “additional notes”) pursuant to the exercise in full of the over-allotment option granted by the Company to the initial purchaser in the offering. The additional notes were issued under the Indenture and may not be converted prior to the earlier of (i) May 15, 2027 and (ii) the “reserved share effective date” (as defined in the Indenture). Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, par value $0.01 per share (the “common stock”), or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture, and, in the case of shares of common stock, subject to certain limitations; provided that unless and until the reserved share effective date occurs, the Company will settle conversion of notes solely with cash. Certain terms of the Indenture and the notes are described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026 (the “Prior 8-K”), which descriptions are incorporated herein by reference.

 

The foregoing description of the Indenture and of the notes does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture and the form of note attached thereto, which was filed as an exhibit to the Prior 8-K and is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The Company offered and sold the additional notes to the initial purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchaser to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchaser in the purchase agreement dated May 4, 2026 by and among the Company and the initial purchaser.

 

The additional notes and the shares of common stock issuable upon conversion of the additional notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

To the extent that any shares of common stock are issued upon conversion of the additional notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the notes and any resulting issuance of shares of common stock. A maximum of 8,108,108 shares of common stock may be issued upon conversion of the additional notes based on the maximum conversion rate of 540.5405 shares of common stock per $1,000 principal amount of the additional notes, subject to adjustment as set forth in the Indenture.

 

1

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 14, 2026, the Company issued a press release announcing the closing of the offering and the issuance of the additional notes. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
4.1   Indenture, dated as of May 7, 2026, between Ocugen, Inc. and U.S. Bank Trust Company, National Association (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed on May 7, 2026 and incorporated herein by reference).
     
4.2   Form of 6.75% Convertible Senior Notes due 2034 (filed as Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed on May 7, 2026 and incorporated herein by reference).
     
99.1   Press Release of Ocugen, Inc. dated May 14, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OCUGEN, INC.
     
Date: May 14, 2026 By: /s/ Shankar Musunuri
    Name: Shankar Musunuri
    Title: Chairman, Chief Executive Officer, & Co-Founder

 

3

 

 

Exhibit 99.1

 

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

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Ocugen (OCGN) announce in this 8-K?

Ocugen announced the closing of a private offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034. The transaction included a $15.0 million over-allotment exercised in full by the initial purchaser, expanding Ocugen’s long-term funding base.

How much cash will Ocugen (OCGN) receive from the convertible notes?

The sale of the notes is expected to generate approximately $112.6 million in net proceeds for Ocugen. This figure reflects the initial purchaser’s discount and estimated offering expenses, providing substantial additional liquidity beyond the gross $130.0 million principal amount.

How will Ocugen use the proceeds from the $130 million note offering?

Ocugen used about $32.7 million of net proceeds to fully repay its Avenue Loan Agreement, including accrued interest and fees. The company expects to deploy the remaining funds for general corporate purposes, supporting operations and development activities across its gene therapy pipeline.

When can Ocugen’s new convertible notes be converted into common stock?

The additional notes may not be converted before the earlier of May 15, 2027 or a reserved share effective date. Until that point occurs, Ocugen must settle any conversions solely in cash, delaying potential share issuance and related dilution to common stockholders.

How many Ocugen (OCGN) shares may be issued from the additional convertible notes?

A maximum of 8,108,108 shares of common stock may be issued upon conversion of the additional $15.0 million notes. This is based on a maximum conversion rate of 540.5405 shares per $1,000 principal amount, subject to adjustment under the indenture.

What exemptions from SEC registration does Ocugen rely on for this offering?

Ocugen sold the notes to the initial purchaser under Section 4(a)(2) of the Securities Act and for resale under Rule 144A to qualified institutional buyers. Any common shares issued on conversion are expected to rely on Section 3(a)(9), which covers exchanges with existing security holders.

How does the financing affect Ocugen’s projected cash runway and pipeline plans?

Ocugen’s CEO stated the financing is expected to extend cash runway into 2028, supporting advancement of three late-stage programs. The company aims to file three BLAs by 2028, using this funding to progress gene therapy candidates for serious blindness diseases.

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