UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15 (d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 8, 2025, Ocugen, Inc. (the “Company”) entered into a Securities Purchase Agreement with an institutional investor (the “Securities Purchase Agreement”) relating to the issuance of 20,000,000 shares of the Company’s common stock, par value of $0.01 per share (the “Common Stock”) and warrants to purchase up to an aggregate of 20,000,000 shares of Common Stock (the “Warrants”), to such investor at a purchase price of $1.00 per share and accompanying warrants in a registered direct offering (the “Offering”). The Warrants have an exercise price of $1.50 per share, is exercisable immediately upon issuance and will expire two (2) years following the date of issuance. The Warrants are callable by the Company when the volume weighted average price of the Common Stock exceeds $2.50 per share for at least five of a trailing 30 trading day period.
In connection with the Offering, the investor agreed to lock-up restrictions with the Company whereby it will not sell or transfer any securities acquired in the Offering, including the shares of Common Stock issuable upon exercise of the Warrants, for a period of 90 days following the closing of the Offering.
The Company also entered into a Placement Agency Agreement with Noble Capital Markets, Inc. (“Noble”) (the “Placement Agency Agreement,” and together with the Securities Purchase Agreement, the “Agreements”), who is acting as the sole placement agent for the Offering.
The gross proceeds from the Offering will be approximately $20.0 million, before paying the placement agent fees and other estimated offering expenses. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-278774) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 18, 2024 and declared effective on May 1, 2024. The Offering is made only by means of a prospectus forming a part of the effective registration statement and a prospectus supplement relating to the Offering.
In connection with the Placement Agency Agreement, the Company agreed to pay Noble an aggregate cash fee of 5.5% of the aggregate proceeds raised from the sale and issuance of the shares of Common Stock and accompanying Warrants. Pursuant to the Placement Agency Agreement, the Company also agreed to reimburse Noble up to $65,000 for its expenses.
The form of Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K. The Security Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Placement Agency Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K. The foregoing description of the respective terms of the Agreements and Warrant are not intended to be complete and is qualified in its entirety by reference to each such exhibit. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 7.01. | Regulation FD Disclosure. |
On August 8, 2025, the Company issued a press release announcing the Offering. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 4.1* | Form of Warrant. |
| 5.1* | Opinion of Goodwin Procter LLP. |
| 10.1* | Form of Securities Purchase Agreement dated August 8, 2025. |
| 10.2* | Placement Agency Agreement dated August 8, 2025. |
| 23.1* | Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| 99.1 | Press Release of the Company dated August 8, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ocugen, Inc. | ||
| Date: August 11, 2025 | ||
| By: | /s/ Shankar Musunuri | |
| Name: | Shankar Musunuri | |
| Title: | Chairman, Chief Executive Officer, & Co-Founder | |