{"success":true,"data":{"pressRelease":{"id":"20981","rtpr_id":"nGNX396NDw","ticker":"OCGN","exchange":"NASDAQ","all_tickers":["OCGN"],"title":"Ocugen, Inc. Announces Pricing of $115 Million of 6.75% Convertible Senior Notes","author":"Globe Newswire","published_at":"2026-05-05T12:12:21.102Z","article_body":"MALVERN, Pa., May 05, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc. (“Ocugen”)\n(NASDAQ: OCGN) today announced the pricing of $115 million aggregate principal\namount of 6.75% Convertible Senior Notes due 2034 (the “notes”) in a\nprivate offering (the “offering”) to qualified institutional buyers\npursuant to Rule 144A under the Securities Act of 1933, as amended (the\n“Securities Act”). Ocugen also granted the initial purchaser of the notes\na 13-day option to purchase up to an additional $15 million aggregate\nprincipal amount of the notes. The sale of the notes to the initial purchaser\nis expected to close on May 7, 2026, subject to customary closing conditions,\nand is expected to result in approximately $99.5 million (or approximately\n$112.6 million if the initial purchaser exercises its option to purchase\nadditional notes in full) in net proceeds to Ocugen after deducting the\ninitial purchaser’s discount and estimated offering expenses payable by\nOcugen.\n\nThe offering price of the notes is 90% of the principal amount of notes.\nOcugen intends to use approximately $32.7 million of the net proceeds from the\noffering to fully repay the outstanding principal amount of, plus accrued and\nunpaid interest on, the loan outstanding under its Loan and Security Agreement\nwith affiliates of Avenue Capital Group (the “Avenue Loan Agreement”), and\npay the related prepayment fee and other fees and expenses in connection\ntherewith. Ocugen expects to use the remaining net proceeds from the offering,\nincluding any additional proceeds from the initial purchaser’s exercise of\nits option to purchase additional notes, for general corporate purposes.\n\nThe notes will be Ocugen’s general unsecured obligations and will rank\nsenior in right of payment to all of its future indebtedness that is expressly\nsubordinated in right of payment to the notes, equal in right of payment to\nall of its existing and future liabilities that are not so subordinated, and\njunior to all of its secured indebtedness, to the extent of the value of the\nassets securing such indebtedness. Interest will be payable semi-annually in\narrears. The notes will bear interest at a rate of 6.75% per year. Interest\nwill be payable semi-annually in arrears on May 15 and November 15 of each\nyear, beginning on November 15, 2026. The notes will mature on May 15, 2034,\nunless earlier repurchased, redeemed or converted.\n\nOcugen may not redeem the notes prior to May 15, 2029. Ocugen may redeem for\ncash all or any portion of the notes (subject to certain limitations), at its\noption, on or after May 15, 2029 and prior to the 41(st) scheduled trading day\nimmediately preceding the maturity date, if the last reported sale price of\nOcugen’s common stock has been at least 130% of the conversion price then in\neffect for at least 20 trading days (whether or not consecutive) during any 30\nconsecutive trading day period (including the last trading day of such period)\nending on, and including, the trading day immediately preceding the date on\nwhich Ocugen provides notice of redemption at a redemption price equal to 100%\nof the principal amount of the notes to be redeemed, plus accrued and unpaid\ninterest to, but excluding, the redemption date. Holders of the notes may\nrequire Ocugen to repurchase for cash all or any portion of their notes on May\n15, 2032 at a repurchase price equal to 100% of the principal amount of notes\nto be repurchased, plus accrued and unpaid interest to, but excluding May 15,\n2032. In addition, holders of the notes will have the right to require Ocugen\nto repurchase all or a portion of their notes upon the occurrence of a\nfundamental change (as defined in the indenture governing the notes) at a\npurchase price of 100% of their principal amount plus any accrued and unpaid\ninterest to, but excluding, the relevant fundamental change repurchase date.\n\nThe notes may not be converted prior to the earlier of (i) May 15, 2027 and\n(ii) the “reserved share effective date” (as defined in the indenture\ngoverning the notes), which is effectively the date on which Ocugen reserves\nthe maximum number of shares of common stock underlying the notes. The notes\nwill be convertible at an initial conversion rate of 372.7866 shares of\nOcugen’s common stock per $1,000 principal amount of notes (equivalent to an\ninitial conversion price of approximately $2.68 per share, which represents a\nconversion premium of approximately 45% to the last reported sale price of\n$1.85 per share of Ocugen’s common stock on The Nasdaq Capital Market on May\n4, 2026). Conversions of the notes may be settled in cash, shares of\nOcugen’s common stock, or a combination thereof, at Ocugen’s election;\nprovided that unless and until the reserved share effective date occurs,\nconversions of the notes will be settled via cash settlement.\n\nThe notes were only offered to qualified institutional buyers pursuant to Rule\n144A under the Securities Act. Neither the notes nor the shares of Ocugen’s\ncommon stock potentially issuable upon conversion of the notes, if any, have\nbeen, or will be, registered under the Securities Act or the securities laws\nof any other jurisdiction, and unless so registered, may not be offered or\nsold in the United States except pursuant to an applicable exemption from such\nregistration requirements.\n\nThis announcement is neither an offer to sell nor a solicitation of an offer\nto buy any of these securities and shall not constitute an offer, solicitation\nor sale in any jurisdiction in which such offer, solicitation or sale is\nunlawful.\n\nCautionary Note on Forward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nThe Private Securities Litigation Reform Act of 1995, which are subject to\nrisks and uncertainties, including but not limited to, statements regarding\nthe anticipated use of proceeds from the offering, including the repayment of\nthe Avenue Loan Agreement; the completion of the offering, and other\nstatements contained in this press release that are not historical facts.\nOcugen may, in some cases, use terms such as “predicts,” “believes,”\n“potential,” “proposed,” “continue,” “estimates,”\n“anticipates,” “expects,” “plans,” “intends,” “may,”\n“could,” “might,” “will,” “should,” or other words that convey\nuncertainty of future events or outcomes to identify these forward-looking\nstatements. Such statements are subject to numerous important factors, risks,\nand uncertainties that may cause actual events or results to differ materially\nfrom Ocugen’s current expectations, including, but not limited to: risks\nrelated to the offering and uncertainties related to market conditions; the\nimpact of the offering on the market price of Ocugen’s common stock; and\nrisks related to the potential dilution to holders of Ocugen’s common stock.\nThese and other risks and uncertainties are more fully described in Ocugen’s\nperiodic filings with the Securities and Exchange Commission (SEC), including\nthe risk factors described in the section entitled “Risk Factors” in the\nquarterly and annual reports that Ocugen files with the SEC. Any\nforward-looking statements that Ocugen makes in this press release speak only\nas of the date of this press release. Except as required by law, Ocugen\nassumes no obligation to update forward-looking statements contained in this\npress release whether as a result of new information, future events, or\notherwise, after the date of this press release.\n\nContact:\n\nCandice Masse\nastr partners\ncandice.masse@astrpartners.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/18d074ba-efcd-41fd-94bc-e3bf2cc4069d)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX396NDw","title":"Ocugen, Inc. Announces Pricing of $115 Million of 6.75% Convertible Senior Notes","author":"Globe Newswire","ticker":"OCGN","created":"2026-05-05T12:12:21.102Z","tickers":["OCGN"],"exchange":"NASDAQ","article_body":"MALVERN, Pa., May 05, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc. (“Ocugen”)\n(NASDAQ: OCGN) today announced the pricing of $115 million aggregate principal\namount of 6.75% Convertible Senior Notes due 2034 (the “notes”) in a\nprivate offering (the “offering”) to qualified institutional buyers\npursuant to Rule 144A under the Securities Act of 1933, as amended (the\n“Securities Act”). Ocugen also granted the initial purchaser of the notes\na 13-day option to purchase up to an additional $15 million aggregate\nprincipal amount of the notes. The sale of the notes to the initial purchaser\nis expected to close on May 7, 2026, subject to customary closing conditions,\nand is expected to result in approximately $99.5 million (or approximately\n$112.6 million if the initial purchaser exercises its option to purchase\nadditional notes in full) in net proceeds to Ocugen after deducting the\ninitial purchaser’s discount and estimated offering expenses payable by\nOcugen.\n\nThe offering price of the notes is 90% of the principal amount of notes.\nOcugen intends to use approximately $32.7 million of the net proceeds from the\noffering to fully repay the outstanding principal amount of, plus accrued and\nunpaid interest on, the loan outstanding under its Loan and Security Agreement\nwith affiliates of Avenue Capital Group (the “Avenue Loan Agreement”), and\npay the related prepayment fee and other fees and expenses in connection\ntherewith. Ocugen expects to use the remaining net proceeds from the offering,\nincluding any additional proceeds from the initial purchaser’s exercise of\nits option to purchase additional notes, for general corporate purposes.\n\nThe notes will be Ocugen’s general unsecured obligations and will rank\nsenior in right of payment to all of its future indebtedness that is expressly\nsubordinated in right of payment to the notes, equal in right of payment to\nall of its existing and future liabilities that are not so subordinated, and\njunior to all of its secured indebtedness, to the extent of the value of the\nassets securing such indebtedness. Interest will be payable semi-annually in\narrears. The notes will bear interest at a rate of 6.75% per year. Interest\nwill be payable semi-annually in arrears on May 15 and November 15 of each\nyear, beginning on November 15, 2026. The notes will mature on May 15, 2034,\nunless earlier repurchased, redeemed or converted.\n\nOcugen may not redeem the notes prior to May 15, 2029. Ocugen may redeem for\ncash all or any portion of the notes (subject to certain limitations), at its\noption, on or after May 15, 2029 and prior to the 41(st) scheduled trading day\nimmediately preceding the maturity date, if the last reported sale price of\nOcugen’s common stock has been at least 130% of the conversion price then in\neffect for at least 20 trading days (whether or not consecutive) during any 30\nconsecutive trading day period (including the last trading day of such period)\nending on, and including, the trading day immediately preceding the date on\nwhich Ocugen provides notice of redemption at a redemption price equal to 100%\nof the principal amount of the notes to be redeemed, plus accrued and unpaid\ninterest to, but excluding, the redemption date. Holders of the notes may\nrequire Ocugen to repurchase for cash all or any portion of their notes on May\n15, 2032 at a repurchase price equal to 100% of the principal amount of notes\nto be repurchased, plus accrued and unpaid interest to, but excluding May 15,\n2032. In addition, holders of the notes will have the right to require Ocugen\nto repurchase all or a portion of their notes upon the occurrence of a\nfundamental change (as defined in the indenture governing the notes) at a\npurchase price of 100% of their principal amount plus any accrued and unpaid\ninterest to, but excluding, the relevant fundamental change repurchase date.\n\nThe notes may not be converted prior to the earlier of (i) May 15, 2027 and\n(ii) the “reserved share effective date” (as defined in the indenture\ngoverning the notes), which is effectively the date on which Ocugen reserves\nthe maximum number of shares of common stock underlying the notes. The notes\nwill be convertible at an initial conversion rate of 372.7866 shares of\nOcugen’s common stock per $1,000 principal amount of notes (equivalent to an\ninitial conversion price of approximately $2.68 per share, which represents a\nconversion premium of approximately 45% to the last reported sale price of\n$1.85 per share of Ocugen’s common stock on The Nasdaq Capital Market on May\n4, 2026). Conversions of the notes may be settled in cash, shares of\nOcugen’s common stock, or a combination thereof, at Ocugen’s election;\nprovided that unless and until the reserved share effective date occurs,\nconversions of the notes will be settled via cash settlement.\n\nThe notes were only offered to qualified institutional buyers pursuant to Rule\n144A under the Securities Act. Neither the notes nor the shares of Ocugen’s\ncommon stock potentially issuable upon conversion of the notes, if any, have\nbeen, or will be, registered under the Securities Act or the securities laws\nof any other jurisdiction, and unless so registered, may not be offered or\nsold in the United States except pursuant to an applicable exemption from such\nregistration requirements.\n\nThis announcement is neither an offer to sell nor a solicitation of an offer\nto buy any of these securities and shall not constitute an offer, solicitation\nor sale in any jurisdiction in which such offer, solicitation or sale is\nunlawful.\n\nCautionary Note on Forward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nThe Private Securities Litigation Reform Act of 1995, which are subject to\nrisks and uncertainties, including but not limited to, statements regarding\nthe anticipated use of proceeds from the offering, including the repayment of\nthe Avenue Loan Agreement; the completion of the offering, and other\nstatements contained in this press release that are not historical facts.\nOcugen may, in some cases, use terms such as “predicts,” “believes,”\n“potential,” “proposed,” “continue,” “estimates,”\n“anticipates,” “expects,” “plans,” “intends,” “may,”\n“could,” “might,” “will,” “should,” or other words that convey\nuncertainty of future events or outcomes to identify these forward-looking\nstatements. Such statements are subject to numerous important factors, risks,\nand uncertainties that may cause actual events or results to differ materially\nfrom Ocugen’s current expectations, including, but not limited to: risks\nrelated to the offering and uncertainties related to market conditions; the\nimpact of the offering on the market price of Ocugen’s common stock; and\nrisks related to the potential dilution to holders of Ocugen’s common stock.\nThese and other risks and uncertainties are more fully described in Ocugen’s\nperiodic filings with the Securities and Exchange Commission (SEC), including\nthe risk factors described in the section entitled “Risk Factors” in the\nquarterly and annual reports that Ocugen files with the SEC. Any\nforward-looking statements that Ocugen makes in this press release speak only\nas of the date of this press release. Except as required by law, Ocugen\nassumes no obligation to update forward-looking statements contained in this\npress release whether as a result of new information, future events, or\notherwise, after the date of this press release.\n\nContact:\n\nCandice Masse\nastr partners\ncandice.masse@astrpartners.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/18d074ba-efcd-41fd-94bc-e3bf2cc4069d)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-05T12:12:21.147162519Z","server_sent_at_ms":1777983141147},"received_at":"2026-05-05T12:12:21.201Z","source_url":"https://www.globenewswire.com/news-release/2026/05/05/3287656/0/en/ocugen-inc-announces-pricing-of-115-million-of-6-75-convertible-senior-notes.html"},"analysis":{"id":"15522","press_release_id":"20981","analysis_json":{"industry":{"label":"Pharmaceuticals, Biotechnology & Life Sciences","sector":"Health Care"},"redFlags":[],"eventType":"offering","narrative":"Ocugen priced a private offering of $115 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, with a 13-day option for purchasers to buy an additional $15 million. The deal is expected to close on May 7, 2026, generating net proceeds of approximately $99.5 million, or up to $112.6 million if the option is fully exercised.\n\nThe company plans to allocate about $32.7 million of the proceeds to fully repay its outstanding loan with affiliates of Avenue Capital Group, including accrued interest and related fees. Any remaining net proceeds will be used for general corporate purposes.\n\nThe notes are convertible at an initial price of $2.68 per share, representing a 45% premium to the last reported sale price of $1.85 per share. Interest on the notes will be paid semi-annually at a rate of 6.75% per year.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Biotech refinances debt via convertible notes with 45% premium—neutral capital structure move."},"keyFigures":{"dealValueUsd":"$115 million","customDimensions":{"interest_rate":"6.75%","maturity_year":"2034","conversion_price":"$2.68","net_proceeds_base":"$99.5 million","conversion_premium":"45%","debt_repayment_amount":"$32.7 million","net_proceeds_with_option":"$112.6 million"}},"quotedText":"","namedEntities":{"people":[{"name":"Candice Masse"}],"products":[],"companies":[{"name":"Ocugen, Inc.","ticker":"OCGN"},{"name":"Avenue Capital Group","relationship":"lender"},{"name":"astr partners","relationship":"investor relations"}],"dollarAmounts":[{"amount":"$115 million","context":"aggregate principal amount of notes"},{"amount":"$15 million","context":"additional principal amount option"},{"amount":"$99.5 million","context":"estimated net proceeds to Ocugen"},{"amount":"$112.6 million","context":"net proceeds if option is exercised in full"},{"amount":"$32.7 million","context":"proceeds used to repay Avenue Loan Agreement"},{"amount":"$2.68","context":"initial conversion price per share"},{"amount":"$1.85","context":"last reported sale price of common stock on May 4, 2026"},{"amount":"$1,000","context":"principal amount for conversion rate calculation"}]},"materialImpact":{"score":3,"reasoning":"Ocugen is raising $115M (plus $15M option) to refinance existing debt and fund operations. While the capital raise is material for the company, the 45% conversion premium limits immediate dilution risk, making it a standard biotech financing event rather than a distress signal or major value catalyst."},"tickerRelevance":{"others":[],"primary":"OCGN"},"globalImportance":25,"audienceRelevance":35,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"small-mid-cap","eventGravity":"major-financing","sectorWeight":"biotech","retailFavoriteBoost":"minor-historical-interest"}},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"neutral","material_impact_score":3,"narrative":"Ocugen priced a private offering of $115 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, with a 13-day option for purchasers to buy an additional $15 million. The deal is expected to close on May 7, 2026, generating net proceeds of approximately $99.5 million, or up to $112.6 million if the option is fully exercised.\n\nThe company plans to allocate about $32.7 million of the proceeds to fully repay its outstanding loan with affiliates of Avenue Capital Group, including accrued interest and related fees. Any remaining net proceeds will be used for general corporate purposes.\n\nThe notes are convertible at an initial price of $2.68 per share, representing a 45% premium to the last reported sale price of $1.85 per share. Interest on the notes will be paid semi-annually at a rate of 6.75% per year.","key_figures":{"dealValueUsd":"$115 million","customDimensions":{"interest_rate":"6.75%","maturity_year":"2034","conversion_price":"$2.68","net_proceeds_base":"$99.5 million","conversion_premium":"45%","debt_repayment_amount":"$32.7 million","net_proceeds_with_option":"$112.6 million"}},"named_entities":{"people":[{"name":"Candice Masse"}],"products":[],"companies":[{"name":"Ocugen, Inc.","ticker":"OCGN"},{"name":"Avenue Capital Group","relationship":"lender"},{"name":"astr partners","relationship":"investor relations"}],"dollarAmounts":[{"amount":"$115 million","context":"aggregate principal amount of notes"},{"amount":"$15 million","context":"additional principal amount option"},{"amount":"$99.5 million","context":"estimated net proceeds to Ocugen"},{"amount":"$112.6 million","context":"net proceeds if option is exercised in full"},{"amount":"$32.7 million","context":"proceeds used to repay Avenue Loan Agreement"},{"amount":"$2.68","context":"initial conversion price per share"},{"amount":"$1.85","context":"last reported sale price of common stock on May 4, 2026"},{"amount":"$1,000","context":"principal amount for conversion rate calculation"}]},"model_name":"glm-4.7","prompt_hash":"sha256:a2703c5a1b5285fe","schema_hash":"sha256:1f8af1196c7db48c","created_at":"2026-05-05T14:09:15.833Z","global_importance":25,"audience_relevance":35,"importance_components":{"tickerTier":"small-mid-cap","eventGravity":"major-financing","sectorWeight":"biotech","retailFavoriteBoost":"minor-historical-interest"}},"durationMs":130195,"modelName":"glm-4.7"}}