HSGX Histogenics Corporation

Item 1.01  Entry into a Material Definitive Agreement.

As previously announced, on September 27, 2019, Ocugen, Inc., formerly known as Histogenics Corporation (the “Company” or “Ocugen”), completed its business combination with Ocugen, Inc. (“Old Ocugen”), whereby Old Ocugen merged into a subsidiary of the Company (the “Merger”), the Company changed its name to “Ocugen, Inc.” and the business conducted by the Company became the business conducted by Old Ocugen. Immediately prior to the Merger, Ocugen and Old Ocugen completed a previously announced private placement transaction with certain accredited investors (the “Investors”) pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated June 13, 2019, as amended, by and among the Company, Old Ocugen and the Investors for an aggregate purchase price of approximately $25.0 million (the “Pre-Merger Financing”), whereby, among other things, the Company agreed to issue on the fifth trading day following the consummation of the Merger, (a) Series A Warrants representing the right to acquire shares of Ocugen’s common stock (“Common Stock”) up to the amount issuable in exchange for 200% of the Converted Initial Shares plus the Converted Additional Shares without giving effect to any limitation on delivery contained in the Securities Purchase Agreement, purchased by the holder (the “Series A Warrants”), (b) additional Series B warrants to purchase shares of Common Stock (the “Series B Warrants”), and (c) Series C warrants to purchase 50 million shares of Common Stock (the “Series C Warrants” and together with the Series A Warrants and the Series B Warrants, the “Warrants”).  On October 4, 2019, pursuant to the Securities Purchase Agreement, Ocugen issued the Series A Warrants, the Series B Warrants and the Series C Warrants.

On November 5, 2019, the Company entered into an agreement with each Investor that amends the terms of each of the Warrants held by each such Investor (collectively, the “Amendments”).  Capitalized terms used and not otherwise defined herein have the meanings set forth in the Warrants or the Amendments, as applicable.  Pursuant to the Amendments, the Company and each Investor agreed, among other things, to the following:

·                  The Series C Warrants were amended such that they are exercisable, in the aggregate for up to 20 million shares of Common Stock.  They had previously been exercisable for up to 50 million shares of Common Stock.

·                  Section 1(d) of each of the Series C Warrants was also amended to permit the Investors, in lieu of making any cash payment otherwise contemplated to be made to the Company upon the exercise of the Series C Warrant, to elect instead to receive upon such exercise up to 20 million shares of Common Stock.  Prior to the Amendments, the Series C Warrants had permitted the exercise without any cash payment of up to 50 million shares of Common Stock in the event that the Weighted Average Price of the Common Stock was less than or equal to $1.20 per share on any five Trading Days following the issuance of the Series C Warrants.

·                  The Amendments provide that the Series B Warrants will not be exercisable until the completion of a ten Trading Day period following the effectiveness of the registration statement covering the resale of the Warrant Shares (the “Registration Statement”).

·                  Each Series B Warrant includes a “Reset Period,” pursuant to which the number of shares issuable upon exercise of the Series B Warrants may be increased based on a discount to the lowest volume-weighted average prices during the applicable Reset Period.  Among other things, the Reset Period is triggered by the effectiveness of the Registration Statement.  The Amendment provided that the effectiveness of the Registration Statement would not trigger a Reset Period until the completion of a ten Trading Day period following the SEC’s declaring it effective.

·                  Each Series A Warrant was amended such that an equity financing involving a research or non-profit foundation or organization qualified under Section 501(c) of the Internal Revenue Code of 1986, as amended, in an amount of gross proceeds not to exceed $10,000,000 and closing on or prior to May 31, 2020, will be excluded from the anti-dilution adjustment to the exercise price and number of Warrant Shares set forth in Section 2(a) of each Series A Warrant.

Concurrently with the effectiveness of the Amendments, the Investors exercised an aggregate of 3,797,329 Series C Warrants, pursuant to Section 1(d) thereof, as amended, each for one share of Common Stock.  After giving effect to such exercises, the number of shares of Common Stock issued and outstanding is 16,003,916 shares.

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Additionally, each of the Investors agreed that through 4:00 p.m. ET on January 27, 2020, subject to certain exceptions, neither such Investor nor such Investor’s affiliates shall sell, dispose or otherwise transfer, directly or indirectly, on any Trading Day (any such date, a “Date of Determination”), shares of Common Stock of the Company, Warrant Shares or shares of common stock of the Company underlying any other Convertible Securities, held by each such Investor on the effective date of the Amendment, in an amount, when each Investor's trading limitations are aggregated, representing more than a specified percentage of the composite trading volume of Common Stock as reported by Bloomberg, LP on each applicable Date of Determination (which percentage shall be 35% until market close on November 19, 2019 and 42% thereafter until market close on January 27, 2020).  The foregoing restriction does not apply to any actual “long” (as defined in Regulation SHO of the Securities Exchange Act of 1934 (the “Exchange Act”)) sales by any Investor or its affiliates at a price greater than $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date of the Amendment) or to any actual “long” sales of shares of Common Stock purchased in open market transactions by any Investor or its affiliates.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Amendment to Warrants to Purchase Common Stock, which is filed herewith as Exhibit 4.1, and incorporated herein by reference.