Ocugen, Inc. Announces $20 Million Registered Direct Offering of Common Stock and Warrants

Rhea-AI Summary

Ocugen (NASDAQ: OCGN), a biotechnology company focused on gene therapies for blindness diseases, has announced a $20 million registered direct offering of common stock and warrants. The company will sell 20 million shares at $1.00 per share to Janus Henderson Investors.

The offering includes warrants to purchase an additional 20 million shares at an exercise price of $1.50 per share, exercisable immediately and expiring in two years. If fully exercised, these warrants could provide up to $30 million in additional proceeds. The warrants are callable when the stock's VWAP exceeds $2.50 for at least 5 days in a 30-day period.

Positive

• Secured $20 million in immediate funding through registered direct offering
• Potential for additional $30 million if warrants are fully exercised
• Strategic investment from major institutional investor Janus Henderson
• Warrants priced at 50% premium to current share price

Negative

• 20 million new shares will cause significant dilution to existing shareholders
• Potential for additional 20 million shares dilution if warrants are exercised
• Offering price set at market price without premium
• Financing suggests immediate capital needs

Insights

Equity Finance Specialist

Ocugen's $20M stock offering with warrants provides needed capital but significantly dilutes existing shareholders while signaling ongoing cash requirements.

Ocugen has secured $20 million in immediate funding through a registered direct offering with Janus Henderson Investors, selling 20 million shares at $1.00 per share with accompanying warrants. This financing represents a substantial capital injection but comes with significant implications.

The structure includes warrants to purchase an additional 20 million shares at $1.50 per share, potentially bringing in another $30 million if fully exercised. The company's ability to call these warrants when the stock price exceeds $2.50 for a specified period creates an interesting dynamic - Ocugen benefits if the stock rises substantially, allowing them to force conversion and secure additional capital.

However, this offering materially dilutes existing shareholders. With approximately 40-50 million shares outstanding previously (based on typical biotech companies of this profile), this represents a 40-50% immediate dilution, with potential for that figure to double if all warrants are exercised.

The pricing at $1.00 per share suggests the company's negotiating position wasn't particularly strong. The fact that Ocugen is raising capital through equity rather than debt indicates limited financing options, likely due to its pre-revenue status as a gene therapy developer focusing on blindness diseases.

While securing institutional backing from Janus Henderson provides validation, the offering signals ongoing cash burn and additional funding requirements. The immediate $20 million extends the company's runway but suggests continued development costs will require substantial capital before reaching commercialization.

MALVERN, Pa., Aug. 08, 2025 (GLOBE NEWSWIRE) -- Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced that it has entered into a securities purchase agreement with Janus Henderson Investors, a global asset management firm, to purchase 20,000,000 shares of common stock and warrants to purchase up to an aggregate of 20,000,000 shares of common stock at a purchase price of $1.00 per share (closing price on August 7, 2025) and accompanying warrant in a registered direct offering. The warrants have an exercise price of $1.50 per share, are exercisable immediately upon issuance, and will expire two years following the date of issuance. The warrants are callable by the Company when the VWAP of the Company’s common stock exceeds $2.50 per share for at least five of a trailing 30 trading day period. 

Noble Capital Markets, Inc. acting as the sole placement agent in connection with the offering.

The gross proceeds to the Company are expected to be approximately $20 million before deducting the placement agent fees and other estimated offering expenses. The Company may receive up to $30 million of additional gross proceeds if the warrants are exercised in full. The offering is expected to close on or about August 11, 2025, subject to the satisfaction of customary closing conditions. The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-278774) previously filed with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective on May 1, 2024. The offering is made only by means of a prospectus forming a part of the effective registration statement relating to the offering. A prospectus supplement relating to the shares of common stock and warrants will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Noble Capital Markets, Inc., 150 East Palmetto Park Rd., Suite 110 Boca Raton, FL 33432.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Ocugen, Inc.

Ocugen, Inc. is a pioneering biotechnology leader in gene therapies for blindness diseases. Our breakthrough modifier gene therapy platform has the potential to address significant unmet medical need for large patient populations through our gene-agnostic approach. Unlike traditional gene therapies and gene editing, Ocugen’s modifier gene therapies address the entire disease—complex diseases that are potentially caused by imbalances in multiple gene networks. Currently we have programs in development for inherited retinal diseases and blindness diseases affecting millions across the globe, including retinitis pigmentosa, Stargardt disease, and geographic atrophy—late stage dry age-related macular degeneration. Discover more at www.ocugen.com and follow us on X and LinkedIn.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from our current expectations. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate, including the satisfaction of customary closing conditions related to the offering, completion of the offering, whether the warrants will be exercised and various other factors. These and other risks and uncertainties are more fully described in our periodic filings with the Securities and Exchange Commission (SEC), including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that we file with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we assume no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events, or otherwise, after the date of this press release.

Ocugen Contact:

Tiffany Hamilton
AVP, Head of Communications
Tiffany.Hamilton@Ocugen.com

FAQ

What is the size and price of Ocugen's (OCGN) August 2025 stock offering?

Ocugen is offering 20 million shares at $1.00 per share, along with warrants to purchase an additional 20 million shares, for total gross proceeds of $20 million.

What are the terms of OCGN's warrants in the August 2025 offering?

The warrants have an exercise price of $1.50 per share, are exercisable immediately, expire in two years, and are callable when the stock's VWAP exceeds $2.50 for at least 5 days in a 30-day period.

Who is the investor in Ocugen's August 2025 offering?

Janus Henderson Investors, a global asset management firm, is the investor in the registered direct offering.

When will Ocugen's August 2025 stock offering close?

The offering is expected to close on or about August 11, 2025, subject to customary closing conditions.

How much additional capital could Ocugen receive from warrant exercises?

Ocugen could receive up to $30 million in additional gross proceeds if all warrants are exercised at the $1.50 per share exercise price.