Ocugen, Inc. 8-K

What Happened

• Ocugen, Inc. announced on May 14, 2026 that it issued an additional $15.0 million aggregate principal amount of its 6.75% Convertible Senior Notes due 2034 following full exercise of the initial purchaser’s over‑allotment option. These additional notes were issued under the indenture dated May 7, 2026 between Ocugen and U.S. Bank Trust Company, N.A.
• The company previously closed a private offering on May 7, 2026 of $115.0 million aggregate principal amount of the same notes, bringing the total issued in the offering to $130.0 million.

Key Details

• Security: 6.75% Convertible Senior Notes due 2034.
• Dates: Initial closing May 7, 2026; additional notes issued May 14, 2026. Notes may not be converted prior to the earlier of May 15, 2027 and the “reserved share effective date.”
• Conversion/settlement: Upon conversion Ocugen may pay cash, deliver common stock, or use a combination at its election; however, until the reserved share effective date occurs, conversions will be settled solely in cash.
• Trustee/filing: Notes issued under an indenture with U.S. Bank Trust Company, N.A.; press release announcing the closing was furnished as Exhibit 99.1 to the 8‑K.

Why It Matters

• This action increases Ocugen’s outstanding convertible debt (a direct financial obligation) to $130 million from the offering, creating ongoing interest expense at a 6.75% coupon and a maturity in 2034.
• The notes carry potential future equity dilution if/when conversions are settled in stock, but the company currently will settle conversions in cash until the reserved share effective date, which limits near‑term dilution risk.
• Investors should note the added leverage and the conversion terms (timing and settlement mechanics) when assessing Ocugen’s capital structure and potential dilution.