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Ocugen, Inc. Announces Pricing of $115 Million of 6.75% Convertible Senior Notes

OCGN
  • Ocugen, Inc. priced $115 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 in a private offering to qualified institutional buyers under Rule 144A.
  • The initial purchaser holds a 13-day option to buy up to an additional $15 million of notes, which could increase net proceeds to approximately $112.6 million.
  • The sale is expected to close on May 7, 2026, with net proceeds estimated at $99.5 million after deducting discounts & expenses.
  • Offering price is set at 90% of the principal amount, while proceeds will be used to repay the Avenue Capital Group loan & fund general corporate purposes.
  • Notes bear interest at 6.75% per year, payable semi-annually in arrears on May 15 & November 15, beginning November 15, 2026.
  • Securities mature on May 15, 2034, rank senior to subordinated debt & equal to unsecured debt, but remain junior to secured indebtedness.
  • Redemption by Ocugen is prohibited prior to May 15, 2029, with cash redemption options available on or after May 15, 2029, subject to stock price conditions.
  • Holders may require repurchase on May 15, 2032, or upon a fundamental change at 100% of principal plus accrued interest.
  • Conversion is restricted until the earlier of May 15, 2027, or the reserved share effective date, with an initial conversion price of approximately $2.68 per share.
  • Conversions will be cash-settled until the reserved share effective date, after which settlement may include shares at Ocugen's election.
  • Securities were offered exclusively to qualified institutional buyers pursuant to Rule 144A & are unregistered under the Securities Act.