Ocugen Announces Warrant Restructuring
November 06 2019 - 9:01AM
Ocugen, Inc., (NASDAQ: OCGN), a clinical stage biopharmaceutical
company focused on discovering, developing and commercializing a
pipeline of innovative therapies that address rare and underserved
eye diseases, today announced that it has entered into an amendment
(the “Amendment”) to each of the warrants issued pursuant to the
Securities Purchase Agreement dated June 13, 2019 with certain
Investors to restructure each of the warrants held by each such
investor. The effect of the Amendment is primarily that the Series
C warrant holders have agreed to cancel the right to receive 30
million warrant shares for no consideration.
Shankar Musunuri, Ph.D., MBA, Chairman, CEO and Co-Founder
commented: "We believe that this warrant restructuring
significantly benefits our current stockholders and further
addresses the dilution that would have resulted from the previous
agreement. We believe our shares are significantly undervalued and
this decision reflects our continued commitment to increasing value
for our stockholders. We also want to thank the investors
that agreed to cancel a substantial portion of their security
holdings through this Amendment."
Please refer to the Form 8-K filed with the Securities and
Exchange Commission for full details of the restructuring. The
summary terms are as follows:
- Series C Warrants were amended such that they are exercisable,
in the aggregate, for up to only 20 million shares of Common
Stock. They had previously been exercisable for up to
50 million shares of Common Stock.
- Each of the Series C Warrants was also amended to permit the
Investors, in lieu of making any cash payment, to elect instead to
receive upon such exercise up to 20 million shares of Common
Stock. The amendment replaces the prior provision where the
Series C Warrants could be exercised without any cash payment for
up to 50 million shares of Common Stock in the event the
volume-weighted trading price for the Common Stock was less than or
equal to $1.20 per share on any five trading days following the
issuance.
- Each Series A Warrant was amended such that an equity financing
involving a research or non-profit foundation or organization in an
amount of up to $10,000,000 and closing on or prior to May 31,
2020, will be excluded from the anti-dilution adjustment.
- The Series B Warrants were amended such that they 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 period during which the
Maximum Eligibility Number is being determined will also be pushed
out for ten trading days.
- Finally, the Investors agreed to a leak-out provision that
limits the number of shares that can be traded until January 27,
2020, which corresponds to the end of the period during which the
Maximum Eligibility Number in the Series B Warrants is
calculated.
Conference Call InformationOcugen plans to host
a conference call at 8:30 a.m. ET on Friday, November 8, 2019 to
discuss its corporate and financial results for the third quarter
ended September 30, 2019. The call can be accessed by dialing
(844) 987-9316 (domestic) or (602) 563-8454 (international) and
providing the conference ID 9979278. To access a live audio
webcast of the call on the “Investors” section of the
Ocugen website, please click here. A replay of the
webcast will be archived on Ocugen’s website for
approximately 45 days following the call.
About Ocugen, Inc. Ocugen, Inc. is a clinical
stage biopharmaceutical company focused on discovering, developing
and commercializing a pipeline of innovative therapies that address
rare and underserved eye diseases. The Company offers a robust and
diversified ophthalmology portfolio that includes novel gene
therapies, biologics, and small molecules and targets a broad range
of high-need retinal and ocular surface diseases. Ocugen is
leveraging its groundbreaking modifier gene therapy platform to
address genetically diverse inherited retinal disorders (IRDs) and
dry AMD, based on nuclear hormone receptor genes NR2E3 (OCU400) and
RORA (OCU410), respectively. OCU400 has received two orphan
drug designations (ODD) targeting two distinct IRDs. Ocugen
is also developing novel biologic therapies for wet-AMD, DME and
diabetic retinopathy (OCU200), as well as for retinitis pigmentosa
(OCU100). The Company’s late-stage Phase 3 trial for patients
with ocular graft versus host disease (oGVHD)(OCU300) leverages
Ocugen’s patented OcuNanoE – Ocugen’s ONE Platform™ technology to
enhance the efficacy of topical ophthalmic therapeutics. OCU300 is
the first and only therapeutic with ODD for oGVHD, providing
certain regulatory and economic benefits. For more information,
please visit www.ocugen.com.
Cautionary Note on Forward-Looking
StatementsThis press release contains forward-looking
statements within the meaning of The Private Securities Litigation
Reform Act of 1995, which are subject to risks and
uncertainties. We may, in some cases, use terms such as “predicts,”
“believes,” “potential,” “proposed,” “continue,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should” or other words that convey uncertainty of
future events or outcomes to identify these forward-looking
statements. Such statements are subject to numerous important
factors, risks and uncertainties that may cause actual events or
results to differ materially from the Company’s current
expectations. These and other risks and uncertainties are more
fully described in our periodic filings with the Securities and
Exchange Commission (the “SEC”), including the risk factors
described in the section entitled “Risk Factors”
in the Registration Statement on Form S-4 (Reg. No.
333-232147), as amended, filed with the SEC by Ocugen, Inc.
(f/k/a Histogenics Corporation). Any forward-looking
statements that the Company makes in this press release speak only
as of the date of this press release. The Company assumes no
obligation to update forward-looking statements contained in
this press release whether as a result of new information,
future events or otherwise, after the date of this press
release.
Corporate Contact:
Ocugen, Inc.
Kelly Beck
kelly.beck@ocugen.com
+1 484-328-4698
Media Contact:
LaVoieHealthScience
Emmie Twombly
etwombly@lavoiehealthscience.com
+1 857-389-6042
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