12.5% High-Interest Debt Repayment and Development of Gene Therapy by 2028: OCGN's Lifeline Before 2034 Convertible Bonds

Ocugen, Inc. (NASDAQ: OCGN) announced on May 4 its intention to privately place $115 million (approximately KRW 155 billion) of unsecured senior convertible notes due 2034 with institutional investors, including an overallotment option that could raise the total to up to $130 million (approximately KRW 180 billion). The notes carry a 6.75% annual coupon. Ocugen plans to allocate $32.7 million (approximately KRW 44 billion) of the proceeds to fully repay its Avenue Capital–affiliate loan, which bears a 12.5% interest rate, and to use the remainder for general corporate purposes, thereby extending its cash runway through 2028. On May 7, the company finalized the offering structure by entering into a convertible note indenture with U.S. Bank Trust Company—covering conversion terms, early redemption, conversion-price adjustments, “fundamental change” events and merger protections—up to a $130 million principal amount.

In its first-quarter 2026 business update released the same day, Ocugen reported that liMeliGhT, the Phase 3 registrational trial of OCU400 for retinitis pigmentosa, has completed patient enrollment. Sequential Biologics License Application (BLA) submissions are expected to begin in the third quarter of 2026, targeting a full BLA filing by the second quarter of 2027. The company also intends to pursue regulatory filings for its ophthalmic gene-therapy candidates OCU410ST and OCU410 between 2026 and 2028.

According to international reports, the notes were priced at roughly 90% of par, which should generate net proceeds of about $99.5 million (around KRW 130 billion) before any overallotment exercise. Following the announcement, Ocugen’s shares fell by double digits on short-term dilution concerns.

Headquartered in Pennsylvania, Ocugen is a clinical-stage developer of ophthalmic gene and cell therapies. Its portfolio includes three programs—OCU400, OCU410ST and OCU410—targeting hereditary retinal diseases such as retinitis pigmentosa, Stargardt disease and dry age-related macular degeneration.

The ophthalmic gene-therapy market is dominated by high-priced, single-dose treatments for rare inherited retinal disorders—exemplified by Luxturna, which can cost hundreds of thousands of dollars per patient—and is expected to remain driven by the pace of regulatory approvals alongside pricing and reimbursement negotiations.