Ocugen (OCGN) raises about $20.8M in 15M-share stock offering

Rhea-AI Filing Summary

Ocugen, Inc. entered into an underwriting agreement with Oppenheimer & Co. Inc. to sell 15,000,000 shares of common stock at $1.50 per share in an underwritten public offering. The offering is expected to close on or about January 22, 2026, subject to customary closing conditions.

Ocugen expects to receive approximately $20.8 million in net proceeds after underwriting discounts, commissions and estimated expenses. The company plans to use the cash for general corporate purposes, capital expenditures, working capital, and general and administrative expenses. The shares are being issued under an effective Form S-3 shelf registration and a January 20, 2026 prospectus supplement.

Insights

Equity Capital Markets Analyst

Ocugen raises about $20.8M via underwritten common stock sale.

Ocugen agreed to sell 15,000,000 shares of common stock at $1.50 per share through an underwriting agreement with Oppenheimer & Co. Inc. This is a firm-commitment structure, with closing expected on or about January 22, 2026 subject to customary conditions, which provides a relatively high degree of execution certainty once conditions are met.

The company expects net proceeds of approximately $20.8 million after fees and expenses. Stated uses include general corporate purposes, capital expenditures, working capital, and general and administrative expenses, so the funds increase financial flexibility rather than being tied to a single project.

The offering is made off an existing Form S-3 shelf that became effective on May 1, 2024, supplemented by a prospectus dated January 20, 2026. Actual impact on existing holders will depend on Ocugen’s total shares outstanding and how effectively this new capital supports its operations, which are not quantified in this excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 20, 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)		(I.R.S. Employer Identification Number)

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

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, $0.01 par value 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 1.01 Entry into a Material Definitive Agreement.

On January 20, 2026, Ocugen, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter, in an offering (the “Offering”) 15,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an offering price of $1.50 per share (the “Offering Price”). The offering is expected to close on or about January 22, 2026, subject to the satisfaction of customary closing conditions.

The net proceeds to the Company from the Offering are expected to be approximately $20.8 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering for general corporate purposes, capital expenditures, working capital and general and administrative expenses.

The shares of Common Stock issued in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-278774), which was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on April 18, 2024 and became effective on May 1, 2024, as supplemented by a prospectus supplement dated January 20, 2026.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Goodwin Procter LLP, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Common Stock in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On January 21, 2026, the Company issued a press release announcing it had priced the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the amount of proceeds expected from the Offering, the timing and certainty of completion of the Offering. The risks and uncertainties relating to the Company and the Offering include general market conditions, the Company’s ability to complete the Offering on favorable terms, or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2024 and in subsequent SEC filings and the Prospectus Supplement. These documents contain important factors that could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Document
1.1		Underwriting Agreement, dated January 20, 2026, by and between Ocugen, Inc. and Oppenheimer & Co. Inc.
5.1		Opinion of Goodwin Procter LLP.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
99.1		Pricing Press Release, dated January 21, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Date: January 21, 2026

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

FAQ

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

Ocugen entered into an underwriting agreement with Oppenheimer & Co. Inc. to issue and sell 15,000,000 shares of its common stock at an offering price of $1.50 per share in an underwritten public offering.

How much cash does Ocugen (OCGN) expect to receive from the offering?

Ocugen expects net proceeds of approximately $20.8 million from the offering after deducting underwriting discounts, commissions and estimated offering expenses payable by the company.

How will Ocugen (OCGN) use the proceeds from this stock sale?

Ocugen intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital, and general and administrative expenses.

When is the Ocugen (OCGN) stock offering expected to close?

The offering is expected to close on or about January 22, 2026, subject to the satisfaction of customary closing conditions.

Under what registration statement is Ocugen (OCGN) issuing these shares?

The shares are being issued under Ocugen’s Form S-3 Registration Statement (File No. 333-278774), filed on April 18, 2024 and effective May 1, 2024, as supplemented by a prospectus supplement dated January 20, 2026.

Which firm is acting as underwriter for the Ocugen (OCGN) offering?

Oppenheimer & Co. Inc. is acting as the underwriter for this Ocugen common stock offering under the January 20, 2026 underwriting agreement.

Did Ocugen (OCGN) issue any related press release about the pricing?

Yes. On January 21, 2026, Ocugen issued a press release announcing it had priced the offering, which is filed as Exhibit 99.1 to the report.