Ocugen is offering $115 million of convertible senior notes due 2034 in a private placement to qualified institutional buyers, with an option for purchasers to buy an additional $15 million of notes within 13 days. Interest will be payable semi-annually, and final interest rate, conversion rate and other terms will be determined at pricing.

Approximately $32.7 million of net proceeds will fully repay the outstanding principal and accrued interest under its Avenue Capital Group loan, including prepayment fees. Any remaining proceeds, including those from the exercise of the upsized option, will fund general corporate purposes.

The notes will rank senior unsecured and equal in right of payment to non-subordinated debt, while remaining junior to secured obligations. At Ocugen’s election, the notes may convert into cash, shares of common stock or a combination thereof, potentially affecting future share count.