Ocugen, Inc. 8-K Filings

Ocugen, Inc. reported second quarter 2026 results and provided a business update. Collaborative arrangement revenue was $1,488 thousand for the quarter and $3,022 thousand for the first half of 2026, compared with $1,373 thousand and $2,854 thousand in the prior-year periods.

The company recorded a net loss of $24,877 thousand for Q2 2026 and $44,054 thousand for the first six months of 2026, versus $14,739 thousand and $30,089 thousand a year earlier. As of June 30, 2026, cash was $100,051 thousand and total assets were $124,206 thousand, with negative stockholders' equity of $16,556 thousand.

Management highlighted closing a $130 million convertible senior notes financing, which added convertible notes and a derivative liability of $82,359 thousand and $33,708 thousand, respectively, and stated that this financing extends Ocugen’s cash runway into 2028. The update also emphasized late-stage gene therapy programs OCU410, OCU410ST, and OCU400 targeting serious retinal diseases.

Ocugen, Inc. has signed a binding term sheet with Roots Pharmaceutical and its strategic partner Al-Dhow International Holding to negotiate an exclusive license for OCU400 modifier gene therapy for Retinitis Pigmentosa in the Middle East and North Africa. Under the contemplated license, Ocugen expects upfront and near-term development milestone payments totaling up to $4 million, potential sales milestone payments up to $255 million, and a 22% royalty on net sales of OCU400 in the territory. Ocugen would also supply commercial product under a related supply agreement. A definitive agreement is expected within 90 days. OCU400 is being evaluated in the Phase 3 liMeliGhT program, with topline data anticipated in 1Q 2027 followed by a planned BLA submission.

Ocugen, Inc. reported results from its 2026 Annual Meeting of Stockholders and confirmed a key leadership change. Stockholders elected Kirsten Castillo and Satish Chandran as Class III directors, with 56,242,944 and 62,604,983 votes in favor, respectively. PricewaterhouseCoopers LLP was ratified as independent auditor for the 2026 fiscal year with 136,784,245 votes for and 1,002,550 against.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 49,968,948 votes for and 13,245,090 against. They also indicated a preference to hold future advisory votes on executive pay every year, supported by 57,545,540 votes for a one-year frequency. The Board decided to follow this annual frequency. In addition, Ocugen appointed Mohamed Genead as Chief Medical Officer effective June 11, 2026, transitioning him from his prior Acting/Interim role.

Ocugen, Inc. reports a leadership change in its finance function. Effective May 29, 2026, Ramesh Ramachandran resigned as Chief Accounting Officer, a role that also carried responsibility as principal accounting officer.

Following his resignation, on June 3, 2026, Chief Financial Officer Rita Johnson-Greene was appointed as principal accounting officer. Her employment terms and background were previously described in a Form 8-K filed on February 9, 2026. The company states there are no special arrangements behind her appointment, no family relationships with directors or executives, and no related-party transactions requiring disclosure.

Ocugen, Inc. reported a leadership change in its medical organization. Effective May 8, 2026, Huma Qamar, M.D., MPH, CMI, separated from the company as Chief Medical Officer. On the same date, Ocugen appointed Mohamed Genead, M.D., M.Sc., as Acting/Interim Chief Medical Officer, ensuring continuity of senior medical leadership while the company evaluates longer-term plans for the role.

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. 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. 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. furnished an investor presentation outlining progress in its gene therapy pipeline for blinding retinal diseases. The company is targeting three biologics license applications over three years for retinitis pigmentosa, Stargardt disease, and geographic atrophy.

OCU400 for retinitis pigmentosa is in Phase 3 with enrollment completed; Phase 1/2 data showed durable visual function gains over three years and no related severe adverse events, with 88% of treated evaluable subjects showing improvement or preservation versus untreated eyes. OCU410ST for Stargardt disease has initiated a pivotal Phase 2/3 trial after Phase 1 data showed atrophic lesion growth 54% slower and visual function stabilized or improved in all treated eyes.

OCU410 for geographic atrophy delivered positive preliminary 12‑month Phase 2 results, including a 31% reduction in lesion size and 27% slower ellipsoid zone loss at the medium dose compared with controls, with no serious or special-interest adverse events deemed related to OCU410. Ocugen plans to start a global Phase 3 GA trial and progress rolling BLA submissions as key upcoming milestones.

Ocugen, Inc. reported positive 12‑month topline Phase 2 ArMaDa data for OCU410, its modifier gene therapy for geographic atrophy secondary to dry age‑related macular degeneration. The optimal medium dose showed a 31% reduction in GA lesion growth versus control at 12 months and a 27% slower loss of the ellipsoid zone, a structural marker linked to visual function. Across treated patients there were no OCU410‑related serious adverse events or adverse events of special interest, supporting a favorable safety and tolerability profile. Based on these results, Ocugen plans to initiate a global Phase 3 registrational trial of OCU410 with up to 300 subjects in the third quarter of 2026, as part of its broader goal of three biologics license applications in three years.

Ocugen, Inc. reports that an institutional investor partially exercised previously issued warrants and purchased 10,000,000 shares of common stock on March 12, 2026. This warrant exercise generated gross proceeds of $15.0 million for Ocugen. The company states that, based on this cash infusion, it now anticipates its cash runway will extend into the first quarter of 2027, supporting ongoing operations and development plans.

Ocugen, Inc. has filed an 8-K describing a petition to the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law. The company asks the court to validate a charter amendment that increased authorized common shares from 295,000,000 to 390,000,000 and to confirm the validity of shares issued based on that change.

The petition follows a stockholder lawsuit challenging whether special Series C preferred stock could vote on the 2024 share increase proposal. Ocugen states it acted in good faith, that a correction filing fixed any drafting issue, and that about 33,009,874 shares have been issued in reliance on the amendment. A hearing on the petition is scheduled for May 6, 2026, and the stockholder plaintiff does not oppose the requested relief.

Ocugen, Inc. reported fourth quarter and full year 2025 results and a broad business update focused on its gene therapy pipeline. For 2025, total revenue was $4,413 thousand while operating expenses reached $67,329 thousand, leading to a net loss of $67,846 thousand, wider than 2024. Cash, cash equivalents and restricted cash fell to roughly the high teens in millions of dollars, and total stockholders’ equity turned negative.

Clinically, enrollment is complete in the 140-patient Phase 3 liMeliGhT trial of OCU400 for retinitis pigmentosa, with topline data planned in the first quarter of 2027 to support a Biologics License Application. OCU410 for geographic atrophy showed preliminary Phase 2 results including a 46% reduction in lesion growth versus control at 12 months and a 60% slower rate of ellipsoid zone loss in treated eyes. Management is targeting three BLA submissions for OCU400, OCU410ST and OCU410 between 2026 and 2028. To bolster liquidity, Ocugen completed a $22.5 million underwritten registered direct offering in January 2026 and notes it may receive up to an additional $30 million if previously issued warrants are exercised, which together underpin guidance for a cash runway into at least the fourth quarter of 2026.

Ocugen, Inc. appointed Rita Johnson-Greene as Chief Financial Officer effective February 9, 2026, with her role as principal financial officer beginning after the filing of the Annual Report for the year ended December 31, 2025. Current principal financial officer Ramesh Ramachandran will continue as Chief Accounting Officer and principal accounting officer.

Under her employment agreement, Ms. Johnson-Greene will receive a $440,000 annual base salary, an initial target bonus opportunity of up to 45% of base salary, and a $90,000 sign-on bonus subject to repayment if she departs within one year. She was granted options to purchase 750,000 shares of common stock and 500,000 restricted stock units that vest in equal annual installments over three years. The agreement includes 12 months of salary continuation and COBRA premium support upon certain terminations, with additional bonus and full equity vesting acceleration if such a termination occurs around a change in control.

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.

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.

Ocugen, Inc. filed a report describing new clinical progress for its eye disease pipeline. The company announced positive preliminary 12‑month data from both its Phase 1 and Phase 2 ArMaDa trials of OCU410 (AAV5‑RORA), a modifier gene therapy candidate being studied for geographic atrophy caused by dry age‑related macular degeneration, a severe form of vision loss.

Ocugen also furnished a press release and an investor presentation as exhibits, which elaborate on the OCU410 results and program. The company cautions that these findings are preliminary and that clinical trial data, including from OCU400 and OCU410ST, may differ as studies progress and as regulators review results. It highlights the possibility that new or reanalyzed data could be interpreted differently and refers readers to its prior annual and other reports for a fuller discussion of risks.

Ocugen, Inc. reported that its Board of Directors approved a special equity grant for its Chief Executive Officer, Dr. Shankar Musunuri. On December 12, 2025, following a review of his total equity ownership versus founder CEOs in the company’s peer group, the Board authorized an additional award of 9,369,604 Performance Restricted Stock Units (PSUs), to be granted on January 2, 2026, on top of his regular annual equity award.

The PSUs carry a three-year performance period ending December 31, 2028. Vesting depends on the Compensation Committee determining that specific milestones have been achieved: two-thirds of the PSUs are tied to certain regulatory milestones, and one-third depends on a stock performance-related milestone during the performance period. The units will be settled in common stock once the Compensation Committee certifies milestone achievement, and only if Dr. Musunuri continues serving with Ocugen through the applicable achievement date; any unearned or unvested PSUs at the end of the period, or upon termination, will be forfeited.

Ocugen (OCGN) reported financial results for the quarter ended September 30, 2025 and scheduled a conference call and webcast for 8:30 a.m. Eastern Time on November 5, 2025 to discuss results and business updates. The company posted related presentation materials on its website.

The press release and presentation were furnished as Exhibits 99.1 and 99.2 under Item 2.02, and are not deemed filed for liability purposes under Section 18 of the Exchange Act.

Ocugen, Inc. reported that Carisma Therapeutics has terminated their Agreement and Plan of Merger involving Ocugen’s subsidiary OrthoCellix, which holds the NeoCart® cartilage repair technology. The deal required Carisma and OrthoCellix to secure subscription agreements from investors for at least $25.0 million of Carisma common stock as a concurrent investment at or around closing. Carisma ended the agreement after Ocugen obtained less than $25.0 million in commitments ahead of Carisma’s Nasdaq compliance deadline of October 7, 2025. Ocugen attributes the short Nasdaq timeline and poor market conditions to the difficulty in securing these commitments and now plans to focus on gene therapies while exploring alternatives for its regenerative cell therapy platform, including NeoCart.

Ocugen, Inc. entered into an Exclusive License Agreement with Kwangdong Pharmaceutical, granting Kwangdong exclusive rights in the Republic of Korea to develop, register, commercialize, and sell OCU400, Ocugen’s modifier gene therapy for retinitis pigmentosa. Kwangdong will also use a trademark selected by Ocugen for OCU400 in this indication.

Ocugen will receive a $1 million upfront license fee, up to $6.5 million in regulatory and development milestone payments, and additional sales milestone payments of $1.5 million for every $15 million of sales in Korea. Ocugen is also entitled to a 25% royalty on Kwangdong’s net sales of OCU400 and will manufacture commercial supply under a separate supply agreement.

The license will remain in force until the latest of 20 years after the first commercial sale in Korea, expiry of relevant patent claims, or expiry of regulatory exclusivity for OCU400 in the territory, with customary termination rights for material breach or certain insolvency events.

Ocugen, Inc. entered into a Subscription Agreement with Carisma Therapeutics Inc. under which Ocugen agreed to invest $5.0 million in Carisma common stock in a private placement. This investment is part of an anticipated concurrent financing of at least $25.0 million tied to the planned merger among Ocugen’s subsidiary OrthoCellix, Carisma and a Ocugen merger subsidiary. The price per Carisma share for Ocugen’s investment will be calculated by dividing the “Aggregate Valuation” by the “Post-Closing Parent Shares,” as defined in the merger agreement.

Ocugen will automatically receive any more favorable rights granted to other investors in the concurrent investment, subject to specified exceptions. At the closing of the concurrent investment, Carisma intends to enter a registration rights agreement covering resale of certain shares, including the Carisma shares purchased by Ocugen. Closing of both the Carisma investment and the broader transactions remains subject to customary conditions and numerous risks and uncertainties described by the companies.

Ocugen, Inc. entered into agreements to sell 20,000,000 shares of common stock at $1.00 per share and accompanying warrants to purchase up to 20,000,000 shares. The financing is structured as a registered direct offering made under the company's effective Form S-3 shelf registration and is expected to generate approximately $20.0 million in gross proceeds before fees and expenses.

The Warrants carry an exercise price of $1.50, are exercisable immediately, and expire two years after issuance; they are callable by the company if the volume-weighted average price exceeds $2.50 for five of a trailing 30 trading day period. The investor agreed to a 90-day lock-up on resale of the securities. Noble Capital Markets is acting as sole placement agent and will receive a 5.5% cash fee plus reimbursement of up to $65,000 of expenses.

Ocugen has announced a significant merger agreement between its wholly-owned subsidiary OrthoCellix (holding Neocart product assets) and Carisma Therapeutics. The merger will result in OrthoCellix becoming a wholly-owned subsidiary of Carisma, with the following key terms:

• Ownership structure: Ocugen and concurrent investors will own approximately 90% of the combined company, while pre-merger Carisma stockholders will own 10%
• Valuation: OrthoCellix valued at $135 million (subject to adjustment), Carisma at $15 million
• Concurrent Investment: Minimum $25 million investment planned, with Ocugen committing at least $5 million
• Board composition: 6 members total - 5 designated by OrthoCellix, 1 by Carisma

The deal includes termination fees ($500,000 from Carisma or $750,000 from OrthoCellix under specific conditions), lock-up agreements, and CVRs for pre-merger Carisma stockholders. The merger is subject to stockholder approval, Nasdaq listing requirements, and other customary closing conditions.