aibioOcugen closes $130.0 million of 6.75% convertible notes
Tickers OCGN
The notes include the full exercise of a $15.0 million over-allotment option. Ocugen used approximately $32.7 million of the proceeds to repay its Avenue loan.
Key facts
- Company
- Ocugen, Inc. (NASDAQ: OCGN)
- News type
- Debt Financing
- Primary source
- Ocugen, Inc. 8-K (2026-05-14)
The notes and the use of proceeds
Ocugen, Inc. closed $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, according to a press release filed as Exhibit 99.1 to a Form 8-K. The notes were sold in a private offering under Rule 144A to qualified institutional buyers. The total includes the full exercise by the initial purchaser of its option to buy an additional $15.0 million of notes. The offering price was 90% of principal.
The company expects net proceeds of approximately $112.6 million after the initial purchaser's discount and estimated offering expenses. It used approximately $32.7 million of those proceeds to repay in full the loan under its Loan and Security Agreement with affiliates of Avenue Capital Group, plus accrued interest, a prepayment fee and other fees and expenses. The company expects to use the remaining net proceeds for general corporate purposes.
The press release does not name the initial purchaser. It names no placement agent or advisor for the offering. The release lists risks tied to the offering, including its effect on the market price of the common stock and potential dilution to holders of common stock. It does not give the conversion price of the notes.
The drug programs
Ocugen describes itself as a biotechnology company developing gene therapies for blindness diseases. Its lead candidate, OCU400, uses a modifier gene therapy platform for retinitis pigmentosa. The company says it has completed enrollment in the Phase 3 liMeliGhT trial, expects topline Phase 3 data in the first quarter of 2027, and is on track to begin a rolling BLA submission in the third quarter of 2026. The 10-K ties potential approval in 2027 to those topline results.
The company's case rests on long-term data from a Phase 1/2 study. The 10-K reports approximately 2-line gains in visual acuity at three years, with an N of 8 for the treated eyes compared with untreated fellow eyes. It also reports that 88% (7/8) of evaluable treated subjects showed improvement or preservation. The 10-K also says the candidate showed no new treatment-related serious adverse events or adverse events of interest over that follow-up. Those are small numbers from an earlier study that compared treated eyes with each patient's untreated fellow eye, and the Phase 3 result is still ahead.
The second late-stage program, OCU410ST, is in the Phase 2/3 GARDian3 trial for Stargardt disease. Dosing began in July 2025, and the company plans a BLA in the first half of 2027. The company's 10-K also notes the FDA's Rare Pediatric Disease Designation for that candidate and an EMA orphan designation. The company says a Phase 1 trial of OCU410ST showed atrophic lesions growing 54% slower at 12 months in treated eyes than in untreated fellow eyes. A third program, OCU410, is in a Phase 1/2 trial for geographic atrophy. The company reports interim Phase 2 data covering about 50% of subjects, with a 46% reduction in lesion growth in the treatment group against control at 12 months. These are company-reported figures from early, partial datasets.
Losses and cash
The 10-K filed March 4, 2026 reports research and development expense of $39.8 million for 2025, against $32.1 million for 2024. The net loss was $67.8 million in 2025, against $54.1 million in 2024. Cash used in operations was $57.0 million in 2025, against $42.1 million in 2024.
Chairman and chief executive Shankar Musunuri said in the release that the anticipated cash runway is extended into 2028 and that the company has a goal of filing three BLAs by 2028. The runway is the company's own estimate, and the release calls the financing a milestone that reflects momentum across its late-stage pipeline. The company is funding three late-stage programs and an expected Phase 3 readout, and it has now taken on convertible notes with a 6.75% coupon and a 2034 maturity. The notes were sold at 90% of principal, so net proceeds of approximately $112.6 million are well below the $130.0 million face amount, and conversion could dilute holders of the common stock.