SECURITIES AND EXCHANGE COMMISSION
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Item 3.02 Unregistered Sales of Equity Securities.
The description of the Liminal Warrants (as defined below) contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01 Other Events.
On January 27, 2022, Ocugen, Inc. (the “Company”) announced that it had entered into a non-binding letter of intent (“LOI”) with Liminal Biosciences, Inc. (“Liminal”) on January 24, 2022 for the acquisition of Liminal’s manufacturing site in Belleville, Ontario, for a combination of cash and warrants to purchase the Company’s common stock, par value $0.01 per share (“Common Stock”).
On January 24, 2022, as consideration for entering into the LOI, the Company issued warrants (the “Liminal Warrants”) to purchase 2,311,404 shares of the Company’s Common Stock at an exercise price of $3.76, subject to certain adjustments. The Liminal Warrants vest and become exercisable upon closing of the transactions contemplated by the LOI and terminate on the tenth anniversary of the issuance date, unless earlier terminated in accordance with their terms. The Liminal Warrants are cancellable by the Company in the event the transactions contemplated by the LOI are not consummated.
The issuance of the Liminal Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Liminal Warrants is qualified in its entirety by reference to the full text of the Form of Liminal Warrant, a copy of which will be filed by the Company as an exhibit to a future periodic report as required.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 28, 2022
|By:||/s/ Shankar Musunuri|
|Name: Shankar Musunuri|
|Title: Chief Executive Officer and Chairman|