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.
1
© Edgar Online, source Glimpses
OCUGEN, INC. 
