Ocugen Files 8-K/A Amendment

TL;DR

Ocugen filed an 8-K/A amendment on Nov 6, 2024, covering new agreements, debt, and stock sales.

AI Summary

Ocugen, Inc. filed an 8-K/A amendment on February 7, 2025, related to events occurring on November 6, 2024. The filing pertains to the entry into a material definitive agreement, the creation of a direct financial obligation, unregistered sales of equity securities, and other events, including financial statements and exhibits.

Why It Matters

This amendment provides updated information and disclosures regarding significant corporate events, potentially impacting investors' understanding of Ocugen's financial obligations and equity transactions.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate significant corporate actions or corrections, which can introduce uncertainty and affect stock price.

Key Players & Entities

• Ocugen, Inc. (company) — Registrant
• November 6, 2024 (date) — Earliest event date
• February 7, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — e on which registered) Common Stock, $0.01 par value OCGN The Nasdaq Stock Mar
• $30.0 million — an aggregate principal amount of up to $30.0 million (the "Loan Amount") to be delivered in
• $6.0 million — to convert an aggregate amount of up to $6.0 million of the outstanding principal amount int

Filing Documents

• tm255898d1_8ka.htm (8-K/A) — 41KB
• tm255898d1_ex10-1.htm (EX-10.1) — 86KB
• tm255898d1_ex10-2.htm (EX-10.2) — 332KB
• tm255898d1_ex10-3.htm (EX-10.3) — 162KB
• 0001104659-25-010531.txt ( ) — 910KB
• ocgn-20241106.xsd (EX-101.SCH) — 3KB
• ocgn-20241106_lab.xml (EX-101.LAB) — 33KB
• ocgn-20241106_pre.xml (EX-101.PRE) — 22KB
• tm255898d1_8ka_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Loan and Security Agreement On November 6, 2024 (the "Closing Date"), Ocugen, Inc. (the "Company") and its wholly owned subsidiary Ocugen OpCo, Inc., each as borrowers, entered into a Loan and Security Agreement (the "Loan and Security Agreement"), with Avenue Capital Management II, L.P., as administrative agent and collateral agent (the "Agent"), Avenue Venture Opportunities Fund II, L.P., as a lender ("Avenue 2"), and Avenue Venture Opportunities Fund, L.P., as a lender ("Avenue 1", and together with Avenue 2, the "Lenders"). Amount . The Loan and Security Agreement provides for term loans in an aggregate principal amount of up to $30.0 million (the "Loan Amount") to be delivered in one tranche on the Closing Date (the "Term Loans"). The Company intends to use the proceeds of the Term Loans for working capital and general corporate purposes. Maturity . The Term Loans mature on November 1, 2028 (the "Maturity Date"). Interest Rate and Amortization . The principal balance of the Term Loans bears interest at a variable rate per annum equal to the sum of 4.25% and the prime rate as reported in The Wall Street Journal , subject to a prime floor equal to The Wall Street Journal prime rate on Closing Date. The Term Loans will amortize in equal payments of principal from the end of interest only period to the Maturity Date. Final Payment . The Company will pay 4.25% of the Loan Amount, due upon the earlier of the Maturity Date or prepayment of the Term Loans (the "Final Payment"). Prepayment Fee . The Company may, at its option at any time, prepay the Term Loans in their entirety by paying the then outstanding principal balance and all accrued and unpaid interest on the Term Loans, subject to a prepayment premium equal to (i) 3.0% of the principal amount outstanding if the prepayment occurs on or prior to the first anniversary following the Closing Date, (ii) 2.0% of the principal amount outstanding if the p

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K regarding the Loan and Security Agreement is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K regarding the Subscription Agreement is incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. On November 7, 2024, the Company issued a press release announcing the execution of the Loan and Security Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Subscription Agreement, dated as of November 6, 2024, by and among the Company and the Lenders. 10.2 Loan and Security Agreement, dated as of November 6, 2024, by and among the Company, Ocugen OpCo, Inc., the Agent, and the Lenders. 10.3 Supplement to the Loan and Security Agreement, dated as of November 6, 2024, by and among the Company, Ocugen Opco, Inc., the Agent, and the Lenders. 99.1 Press Release of the Company, dated November 7, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCUGEN, INC. Date: February 7, 2025 /s/ Shankar Musunuri Name: Shankar Musunuri Title: Chairman, Chief Executive Officer, & Co-Founder

View Full Filing

View this 8-K/A filing on SEC EDGAR