Ocugen, Inc. 8-K

What Happened

• Ocugen, Inc. announced on May 7, 2026 that it completed a private offering of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 under an indenture with U.S. Bank Trust Company, N.A. The notes bear 6.75% annual interest (paid semi‑annually beginning Nov. 15, 2026), mature May 15, 2034, and are general unsecured obligations of the company. The company used about $32.7 million of the net proceeds to fully repay and terminate its Avenue Loan Agreement and related documents.

Key Details

• Offering size and proceeds: $115.0M principal issued at 90% of principal; net proceeds ≈ $99.5M after fees and expenses.
• Use of proceeds: ≈ $32.7M to repay and terminate the Avenue loan; remaining proceeds for general corporate purposes.
• Conversion terms: initial conversion rate 372.7866 shares per $1,000 principal (≈ $2.68 initial conversion price), representing ~45% premium to the May 4, 2026 last sale price of $1.85. Notes are not convertible before the earlier of May 15, 2027 or the “reserved share effective date.”
• Caps and settlement: until stockholder approval/“reserved share effective date,” conversions will be settled in cash only; Nasdaq Rule 5635(d) limits issuance to 67,629,947 shares unless approved (the “Exchange Cap”).
• Optional redemption/repurchase: the company may not redeem before May 15, 2029 (subject to stock-price trigger and minimum outstanding amount); holders may require repurchase on May 15, 2032 at 100% of principal. Indenture includes customary events of default; certain bankruptcy defaults cause automatic acceleration.

Why It Matters

• This transaction provides Ocugen with near‑term liquidity (≈ $99.5M net) and eliminates the company’s Avenue secured loan, reducing secured leverage. For investors, the convertible notes introduce a new senior unsecured obligation with dilution potential if conversions settle in shares (subject to caps and approvals). Key things to watch: whether future conversions are settled in stock (and any shareholder approvals), the company’s use of remaining proceeds, and potential future redemptions or price‑driven conversions that could affect share count and capital structure.