--- title: "Ocugen agrees to sell $20,000,000 of stock and warrants to Janus Henderson" url: "https://aibio.space/news/ocugen-agrees-sell-20-000-000-stock-warrants-janus-henderson-1-00/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-08-11" section: "Financings" tickers: "NASDAQ:OCGN" source: "https://www.sec.gov/Archives/edgar/data/1372299/000110465925075953/tm2523075d1_424b5.htm" summary: "The registered direct offering covers 20,000,000 shares and warrants for 20,000,000 more at $1.50. Full warrant exercise could bring up to $30 million more" --- By the aibio.space news desk. Sources - [Ocugen, Inc. 424B5 (2025-08-11)](https://www.sec.gov/Archives/edgar/data/1372299/000110465925075953/tm2523075d1_424b5.htm) - [Ocugen, Inc. 8-K (2025-08-11)](https://www.sec.gov/Archives/edgar/data/1372299/000110465925075956/tm2523010d1_ex99-1.htm) - [Ocugen, Inc. 10-K (2025-03-05): business](https://www.sec.gov/Archives/edgar/data/1372299/000162828025010271/ocgn-20241231.htm) [OCGN](https://aibio.space/companies/ocugen/) 2025-08-11 # Ocugen agrees to sell $20,000,000 of stock and warrants to Janus Henderson at $1.00 Tickers [OCGN](https://aibio.space/companies/ocugen/) The registered direct offering covers 20,000,000 shares and warrants for 20,000,000 more at $1.50. Full warrant exercise could bring up to $30 million more. ## Key facts - **Company**: Ocugen, Inc. (NASDAQ: OCGN) - **News type**: Financings - **Primary source**: [Ocugen, Inc. 424B5 (2025-08-11)](https://www.sec.gov/Archives/edgar/data/1372299/000110465925075953/tm2523075d1_424b5.htm) *A downtown skyline with a highway in the foreground. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.* Ocugen, Inc. (Nasdaq: [OCGN](https://aibio.space/companies/ocugen/)) agreed to sell 20,000,000 shares of common stock, and warrants to buy up to 20,000,000 more, to Janus Henderson Investors in a registered direct offering. The company's press release, dated August 8, 2025 and filed as an 8-K exhibit, describes Janus Henderson as a global asset management firm. The price is $1.00 for each share and warrant together, which the company said was the August 7, 2025 closing price. Gross proceeds are expected to be about $20 million before fees and expenses. ## Placement agent and fees Noble Capital Markets, Inc. is the sole placement agent and has agreed to use its reasonable best efforts to place the securities. Its fee is a cash fee of up to 5.5% of gross proceeds, which the prospectus supplement puts at $1,100,000 for the full offering. Ocugen also agreed to reimburse some of the agent's expenses. Proceeds before expenses come to $18,900,000 after that fee. Greenberg Traurig, P.A. represents the placement agent. Goodwin Procter LLP, of Philadelphia, passes on the validity of the shares for Ocugen. ## The warrants Each warrant carries an exercise price of $1.50 a share. It is exercisable immediately and expires two years after issuance. Ocugen may call the warrants if its volume-weighted average price exceeds $2.50 for at least five of any trailing 30 trading days. The filing says the company could receive up to $30 million more in gross proceeds if the warrants are exercised in full. The warrants will not be listed, and the filing says there is no established trading market for them. ## Dilution The filing puts net tangible book value at $3,014,857, or $0.01 a share, as of June 30, 2025, on 292,192,061 shares outstanding. After the sale, adjusted net tangible book value would be $21,549,857, or $0.074 a share. New investors would take an immediate dilution of $0.926 a share in adjusted net tangible book value. The cover page counts 292,304,736 shares outstanding as of July 31, 2025. The filing also lists 12,246,653 shares issuable on outstanding stock options, at a weighted average exercise price of $2.28. ## Runway and the audit opinion Ocugen expects the proceeds and existing cash to fund operations "into the second quarter of 2026," or into the first quarter of 2027 if the warrants are exercised in full. The company says that estimate rests on assumptions that may prove wrong, and that it could use its capital sooner. The filing also incorporates the 2024 financial statements. The auditor, PricewaterhouseCoopers LLP, included an explanatory paragraph in its report on the company's ability to continue as a going concern. The 2023 statements were audited by Ernst & Young LLP. ## The Carisma merger The filing describes the pending merger of OrthoCellix with Carisma Therapeutics. It estimates that Ocugen will own more than 50% of the combined company on a fully diluted basis, and that Ocugen will keep consolidating OrthoCellix. Ocugen would also provide transition services to OrthoCellix for the NeoCart program. The final ownership split depends on Carisma's net cash at closing and on proceeds from the concurrent financing. ## The business The prospectus supplement describes gene therapies for retinal disease. The lead, OCU400, is in a Phase 3 trial called liMeliGhT for retinitis pigmentosa. The company says enrollment is on track to meet target BLA and Marketing Authorization Application filings in 2026. It cites January 2025 two-year data from the Phase 1/2 trial: a statistically significant (p=0.005) improvement in low luminance visual acuity in treated eyes against untreated eyes, with 100% (10/10) of evaluable treated subjects showing improvement or preservation. That is ten evaluable subjects in an early-stage study. For OCU410ST in Stargardt disease, the company reports a Phase 2/3 pivotal confirmatory trial that randomizes 51 subjects, 34 treated and 17 untreated controls, with change in atrophic lesion size as the primary endpoint. Phase 1 data showed lesions growing slower by 48% at 12 months for evaluable subjects. For OCU410 in geographic atrophy, 12-month Phase 1 data showed no drug-related serious adverse events and 23% slower lesion growth in treated eyes versus fellow eyes. The company calls these results preliminary. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story OCGN Ocugen, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/ocugen-agrees-sell-20-000-000-stock-warrants-janus-henderson-1-00/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Ocugen agrees to sell $20,000,000 of stock and warrants to Janus Henderson", 2025-08-11, https://aibio.space/news/ocugen-agrees-sell-20-000-000-stock-warrants-janus-henderson-1-00/