Welcome to our dedicated page for Ocugen SEC filings (Ticker: OCGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Ocugen, Inc. entered into agreements to sell 20,000,000 shares of common stock at $1.00 per share and accompanying warrants to purchase up to 20,000,000 shares. The financing is structured as a registered direct offering made under the company's effective Form S-3 shelf registration and is expected to generate approximately $20.0 million in gross proceeds before fees and expenses.
The Warrants carry an exercise price of $1.50, are exercisable immediately, and expire two years after issuance; they are callable by the company if the volume-weighted average price exceeds $2.50 for five of a trailing 30 trading day period. The investor agreed to a 90-day lock-up on resale of the securities. Noble Capital Markets is acting as sole placement agent and will receive a 5.5% cash fee plus reimbursement of up to $65,000 of expenses.
Ocugen is conducting a registered direct offering to sell 20,000,000 shares of common stock together with warrants to purchase up to 20,000,000 additional shares, at a combined price of $1.00 per share plus warrant. The company will receive approximately $18.9 million of net proceeds after a 5.5% placement-agent fee; investors would incur immediate dilution of $0.926 per share versus the offering price. Each warrant is exercisable for one share at $1.50, exercisable immediately and expiring two years after issuance; the warrants are not listed and have limited liquidity.
Separately, Ocugen highlights clinical and corporate milestones: positive two-year Phase 1/2 OCU400 data and EMA ATMP positive opinion, ongoing Phase 3 enrollment for OCU400, initiation and regulatory clearance activity for OCU410ST and OCU200, and a planned merger of the NeoCart business with Carisma (Ocugen to invest at least $5.0 million and is estimated to own >50% of the combined company if the merger closes). The company states proceeds should fund operations into Q2 2026 (or into Q1 2027 if warrants are fully exercised).
Ocugen has announced a significant merger agreement between its wholly-owned subsidiary OrthoCellix (holding Neocart product assets) and Carisma Therapeutics. The merger will result in OrthoCellix becoming a wholly-owned subsidiary of Carisma, with the following key terms:
- Ownership structure: Ocugen and concurrent investors will own approximately 90% of the combined company, while pre-merger Carisma stockholders will own 10%
- Valuation: OrthoCellix valued at $135 million (subject to adjustment), Carisma at $15 million
- Concurrent Investment: Minimum $25 million investment planned, with Ocugen committing at least $5 million
- Board composition: 6 members total - 5 designated by OrthoCellix, 1 by Carisma
The deal includes termination fees ($500,000 from Carisma or $750,000 from OrthoCellix under specific conditions), lock-up agreements, and CVRs for pre-merger Carisma stockholders. The merger is subject to stockholder approval, Nasdaq listing requirements, and other customary closing conditions.
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