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

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering three-year Digital Notes linked to the worst performer of the S&P 500 (SPX) and Russell 2000 (RTY) indices. The notes are scheduled to price on July 31 2025 and mature on August 3 2028. At maturity investors will receive:

• $1,000 principal + a digital return of at least $210 (≥21%) if the worst-performing index closes at or above its initial level.
• Only the $1,000 principal if the worst performer closes below its initial level.

The notes pay no periodic interest, are not listed, and may trade at values below the issue price before maturity. Key risks highlighted include limited upside (capped at the digital return), dependence on a single valuation date, lack of dividends, index correlation risk, small-cap exposure via RTY, potential liquidity constraints, and the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.

Positive

• Defined upside: Investors earn at least a 21% return if the worst index is flat or up at maturity.
• Nominal principal protection: Regardless of index decline, $1,000 per note is repaid at maturity.
• Diversified underlyings: Linked to both large-cap (SPX) and small-cap (RTY) U.S. equity benchmarks.

Negative

• Upside cap: Returns cannot exceed the fixed digital amount even if indices rise substantially.
• Credit risk: Payments depend on Citigroup Global Markets Holdings Inc. and Citigroup Inc. remaining solvent.
• No interim liquidity or listing: Investors may face wide bid-ask spreads or be unable to exit early.
• No interest or dividends: Opportunity cost versus coupon-bearing or dividend-paying alternatives.

Insights

Structured Products Analyst

TL;DR – Offers minimum 21% digital upside with principal back, but no growth beyond cap and full Citigroup credit risk.

The note appeals to investors seeking equity exposure with nominal principal protection and a defined payoff. A flat or positive move in both indices secures at least a 21% return, equating to a 6.5% compound annual rate. However, upside is strictly capped; any index rally above the strike yields no additional benefit versus direct equity investment. Payment hinges on a single observation, introducing path dependency and event-risk near maturity. Because the product is unsecured, deterioration in Citigroup’s credit profile would directly erode value. Illiquidity is another concern as the notes are unlisted and the dealer is not obligated to make markets. Overall impact: neutral to modestly positive for income-substituting investors comfortable with issuer risk and opportunity cost.

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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): July 1, 2025

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 No.)

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:

¨ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 1, 2025, Ocugen, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that the Company has been granted an additional 180 calendar days, or until December 29, 2025, to regain compliance with the minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) as required by Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

As previously reported, on December 31, 2024, Nasdaq notified the Company that for the last 30 consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until June 30, 2025, to regain compliance with the Minimum Bid Price Requirement.

According to the Notice, if at any time before December 29, 2025, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement and the common stock will continue to be eligible for listing on The Nasdaq Capital Market. If, however, compliance with the Minimum Bid Price Requirement cannot be demonstrated by December 29, 2025, the Staff will provide written notification that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel (the “Panel”). There can be no assurance that, if the Company does appeal the Staff’s delisting determination to the Panel, such appeal would be successful.

SIGNATURES

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: July 1, 2025
	By:	/s/ Shankar Musunuri
	Name:	Shankar Musunuri
	Title:	Chairman, Chief Executive Officer, & Co-Founder

FAQ

What is the minimum return on Citigroup (C) Digital Notes if the indices rise?

If the worst performer is at or above its initial level at maturity, holders receive at least $1,210 per $1,000 note (≥21% return).

Do the Citigroup Digital Notes guarantee my principal?

They repay $1,000 principal at maturity, but this promise is subject to Citigroup Global Markets Holdings Inc. and Citigroup Inc. credit risk.

How long will the Citigroup Digital Notes be outstanding?

The notes price on July 31 2025 and mature on August 3 2028, a term of just over three years.

What happens if the worst index closes below its initial level?

Investors receive only the $1,000 principal; no positive return is paid.

Are the notes listed on an exchange?

No. The notes will not be listed, and secondary market trading, if any, will be limited and dealer-driven.