Ocugen plans $115 million convertible senior notes offering

The offering

Ocugen, Inc. said on May 5, 2026, alongside its first-quarter 2026 results, that it is conducting a private offering of $115 million of 6.75% convertible senior notes due 2034. The release says the offering could reach $130 million if the overallotment option is exercised. The notes carry a conversion premium of 45%. The offering is expected to close on May 7, 2026, subject to customary closing conditions.

The company expects to use $32.7 million of the net proceeds to retire its Avenue debt, which carries a 12.5% interest rate. The remaining net proceeds would go to general corporate purposes. The release names no placement agent, underwriter or advisor for the notes, and it does not name the noteholders.

After the offering and the Avenue payoff, Ocugen expects cash, cash equivalents and restricted cash of $112.1 million at closing. If the remaining Janus Henderson warrants are exercised, the company would receive an additional $15 million in gross proceeds, which would bring expected cash to $127.1 million. The release says the financing should extend cash runway into 2028.

The pipeline the money must fund

The release reports 12-month data from the OCU410 Phase 2 ArMaDa trial in geographic atrophy. It calls the data positive and statistically significant. It says about 20% of treated subjects showed no progression of disease and 75% of treated subjects showed a reduction of more than 30% in lesion growth, and that the safety and tolerability profile was favorable. The Phase 2 trial randomized only 51 patients 1:1:1 to a medium dose, a high dose or no treatment. Ocugen says those results allow a registrational Phase 3 design, a possible combined U.S. and EU trial of 300 subjects with an adaptive design.

These are the company's descriptions in its own release. The Phase 3 design is a plan, not a result, and the company plans to meet FDA and EMA to align on it before starting that trial in the third quarter of 2026.

The release also says enrollment is complete for the OCU400 registration trial in retinitis pigmentosa, with 140 subjects, and for the OCU410ST Stargardt registration trial, with 63 subjects and an untreated control group. An interim analysis of 24 subjects in the Stargardt trial is planned for the third quarter of 2026. It plans to start a rolling Biologics License Application for OCU400 in the third quarter of 2026 and to finish it by the second quarter of 2027. The company's 10-K, filed March 4, 2026, expects topline Phase 3 data for OCU400 in the first quarter of 2027.

Losses and cash

The 10-K 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.

The release says cash, cash equivalents and restricted cash totaled $32.2 million at March 31, 2026, against $18.9 million at December 31, 2025, after $37.5 million of gross proceeds in the quarter that included $15 million from exercised warrants. Total operating expenses for the first quarter were $19.4 million, with research and development at $11.3 million. The first-quarter net loss was $0.06 a share, against $0.05 a year earlier. The balance sheet at March 31, 2026 shows total stockholders' equity of $5,805 thousand, against a deficit of $12,166 thousand at December 31, 2025, and an accumulated deficit of $427,244 thousand. The company had 338.3 million shares outstanding at March 31, 2026. The expected $112.1 million at closing is larger than the $57.0 million of cash used in operations in 2025. The release gives a runway into 2028 as the company's expectation. It also says the offering includes an option to retire the debt with a cash payment.

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