Ocugen Inc. (NASDAQ: OCGN) announced the pricing of $115 million in convertible senior notes due 2034 in a private offering to qualified institutional buyers. The notes carry a 6.75% annual interest rate and are priced at 90% of principal amount.

The biotechnology company granted the initial purchaser a 13-day option to buy an additional $15 million in notes. Ocugen expects to receive approximately $99.5 million in net proceeds, or $112.6 million if the option is exercised fully, after deducting fees and expenses.

The company plans to use $32.7 million of proceeds to repay outstanding debt under its loan agreement with Avenue Capital Group affiliates, including principal, interest and fees. Remaining proceeds will fund general corporate purposes.

The notes will mature May 15, 2034, with semi-annual interest payments beginning November 15, 2026. Ocugen may redeem the notes after May 15, 2029, if its stock price reaches at least 130% of the conversion price for specified trading periods. Holders may require repurchase on May 15, 2032.

The notes convert at an initial rate of 372.7866 shares per $1,000 principal amount, equivalent to a conversion price of approximately $2.68 per share. This represents a 45% premium to the $1.85 closing price on May 4, 2026. Conversion is restricted until the earlier of May 15, 2027, or when Ocugen reserves the maximum shares underlying the notes.

The sale is expected to close May 7, 2026, subject to customary conditions. The notes rank as general unsecured obligations and will be settled in cash until share reservation occurs.