Ocugen (NASDAQ: OCGN) closes 15M-share stock offering at $1.50

Rhea-AI Filing Summary

Ocugen, Inc. completed its previously announced underwritten offering of 15,000,000 shares of common stock at $1.50 per share. The company states that the proceeds from this stock sale are expected to extend its cash runway into the fourth quarter of 2026, giving it more time to fund operations and development plans without needing additional financing in the near term. The transaction and related details were also highlighted in a press release filed as an exhibit.

Insights

Biopharma capital markets analyst

Ocugen raises equity that it expects will fund operations into Q4 2026.

Ocugen has closed an underwritten common stock offering of 15,000,000 shares at $1.50 per share. This adds new equity capital to the balance sheet, which the company expects will extend its available cash runway into the fourth quarter of 2026.

That extended runway can reduce near-term financing pressure and provide more time to execute on clinical and commercial plans, according to the company’s statement. However, issuing new shares typically increases the share count and can dilute existing holders, even though the exact impact is not quantified here.

The company ties its forward-looking runway guidance to assumptions and risk factors described in its 2024 Form 10-K, subsequent SEC filings, and the prospectus supplement for the offering. Actual outcomes will depend on spending levels, market conditions, and how these risks evolve over time.

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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 22, 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 7.01. Regulation FD Disclosure.

On January 23, 2026, Ocugen, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten offering of 15,000,000 shares of its common stock at an offering price of $1.50 per share (the “Offering”). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On January 22, 2026, the Company closed the Offering and anticipates the proceeds from the Offering will extend its cash runway into the fourth quarter of 2026.

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 Company’s anticipated cash runway. The risks and uncertainties relating to the Company and the Offering include general market conditions, as well as other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission ("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 filed in connection with the Offering. 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
99.1		Closing Press Release, dated January 23, 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 23, 2026

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

FAQ

What financing transaction did Ocugen (OCGN) just complete?

Ocugen completed a previously announced underwritten offering of 15,000,000 shares of its common stock at an offering price of $1.50 per share.

How long does Ocugen expect this offering to fund its operations?

Ocugen states that the proceeds from the offering are expected to extend its cash runway into the fourth quarter of 2026.

What type of filing did Ocugen use to disclose this stock offering?

The company used a Form 8-K, with information furnished under Regulation FD and an Other Events section describing the closing of the offering and expected cash runway.

Did Ocugen issue a press release about the closing of the offering?

Yes. Ocugen issued a press release on January 23, 2026 announcing the closing of the underwritten offering, which is filed as Exhibit 99.1.

Are the details of Ocugen’s cash runway guidance considered forward-looking?

Yes. The company identifies statements about its anticipated cash runway as forward-looking and refers investors to risk factors in its Form 10-K, subsequent SEC filings, and the prospectus supplement.

Does the 8-K make the press release part of other SEC filings automatically?

No. The company specifies that the information furnished under Item 7.01 and Exhibit 99.1 is not deemed “filed” under Section 18 of the Exchange Act or incorporated into other filings, except if specifically referenced.