What are the specific terms and covenants of the securities purchase agreement with Jan Henderson Investors?

The securities purchase agreement with Jan Henderson Investors sets out the following key terms and covenants for the transaction:

• Quantity and Pricing – Jan Henderson will purchase 20 million shares of Ocugen’s common stock at a fixed price of $1.00 per share (the closing price on August 7, 2025). In addition, the investors will receive warrants that, when exercised, allow the purchase of up to an additional 20 million shares of common stock.

• Warrant Mechanics – The warrants carry an exercise price of $1.50 per share and are exercisable immediately upon issuance. They have a two‑year term from the date of issuance and will expire two years thereafter. The Company retains the right to call the warrants if the VWAP of Ocugen’s common stock exceeds $2.50 for at least five days within any trailing 30‑trading‑day period.

• Standard Covenants – While not detailed in the release, the agreement typically includes customary investor protections:

  • Registration rights obligating Ocugen to file a registration statement with the SEC for the shares and warrants within a prescribed time‑frame;
    
  • Indemnification provisions protecting Jan Henderson against losses arising from the securities’ issuance;
    
  • Lock‑up and resale restrictions limiting the investors’ ability to sell the purchased shares for a set period after closing; and
    
  • Reporting and notice covenants requiring the Company to keep Jan Henderson informed of material events that could affect the securities (e.g., changes in capital structure, regulatory filings, or material corporate actions).

These terms give Jan Henderson a sizable, low‑cost stake in Ocugen while providing the Company with capital and a structured warrant program that can be called if the stock trades well above the $2.50 VWAP threshold. For traders, the warrant‑call provision is a key upside catalyst—if Ocugen’s price sustains above $2.50 for a sustained period, the warrants will be called, potentially triggering a short‑cover rally and tightening supply of shares. Conversely, the two‑year expiry and the call barrier set a clear timeline for price appreciation, making the offering a focal point for both fundamental and technical positioning.