Leading Independent Proxy Firms ISS and Glass Lewis Recommend Ocugen Stockholders Vote “FOR” Reverse Stock Split and Auth...
December 01 2020 - 5:53PM
Ocugen, Inc. (NASDAQ: OCGN), a biopharmaceutical company focused on
discovering, developing, and commercializing transformative
therapies to cure blindness diseases, today announced that
Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis
& Co., LLC (“Glass Lewis”), the nation’s leading independent
proxy advisory firms, have recommended that Ocugen stockholders
vote “FOR” both Proposals 1 and 2 at the Company’s Annual Meeting
of Stockholders to be held on December 11, 2020.
- Proposal 1 – Approval of an Amendment to Certificate of
Incorporation to effect a reverse stock split at a ratio of not
less than 1-for-4 and not greater than 1-for-20 (“The Reverse Stock
Split Proposal”).
- Proposal 2 – Approval of an Amendment to Certificate of
Incorporation to increase the Number of Authorized Shares of Common
Stock from 200,000,000 to 500,000,00 (“The Authorized Shares
Amendment Proposal”).
Consummation of the Reverse Stock Split is conditioned upon
stockholder approval of the Reverse Stock Split Proposal. The Board
authorized the reverse split of Ocugen’s common stock with the
primary intent of increasing the per share trading price of common
stock in order to ensure that Ocugen continues to satisfy the
listing requirements for its common stock on Nasdaq.
The Company believes its listing on Nasdaq supports and
maintains stock liquidity and Company recognition for Ocugen
stockholders. Accordingly, Ocugen believes that effecting the
Reverse Stock Split is advisable and in Ocugen’s and its
stockholders’ best interests. The Board may effect only one Reverse
Stock Split as a result of this authorization. The Board also may
determine in its discretion not to effect the Reverse Stock Split
and not to file the Certificate of Amendment. Ocugen has
until March 8, 2021 to regain compliance with the
Nasdaq $1.00 minimum closing bid requirement. If Ocugen
has not regained compliance with the closing bid price requirement
by that time, its common stock will be subject to delisting from
Nasdaq.
The implementation of the Authorized Shares Amendment Proposal
is expressly conditioned upon the failure to obtain approval or
implementation of the Reverse Stock Split; if the Reverse Stock
Split is approved and implemented, then the Authorized Shares
Amendment will not be implemented.
A copy of the Definitive Proxy Statement is available to
stockholders on the Company’s website and at the website maintained
by the U.S. Securities and Exchange Commission (the “SEC”) at
https://www.sec.gov.
Voting on the Proposals will be open through the conclusion of
Ocugen's 2020 Annual Meeting of Stockholders on December 11,
2020 at 8:00 a.m. Eastern time. Ocugen stockholders
as of October 28, 2020, the record date for the Annual
Meeting, are invited to attend the virtual Annual Meeting by
visiting
www.virtualshareholdermeeting.com/OCGN2020. Stockholders can
vote prior to the Annual Meeting online at www.proxyvote.com or by
telephone at 1-800-690-6903. Stockholders that need assistance
voting or have questions may contact Ocugen’s proxy solicitation
firm, Okapi Partners, at info@okapipartners.com or (855)
208-8902.
Stockholders who have already voted and want to change
their vote can update their vote at any time – the most recently
cast votes become what is recorded.
About Ocugen, Inc.Ocugen, Inc. is a
biopharmaceutical company focused on discovering, developing, and
commercializing transformative therapies to cure blindness
diseases. Our breakthrough modifier gene therapy platform has the
potential to treat multiple retinal diseases with one drug – “one
to many” and our novel biologic product candidate aims to offer
better therapy to patients with underserved diseases such as wet
age-related macular degeneration, diabetic macular edema, and
diabetic retinopathy. For more information, please visit
www.ocugen.com.
Cautionary Note on Forward-Looking
StatementsThis press release contains
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995, which are subject to
risks and uncertainties. We may, in some cases, use terms such as
“predicts,” “believes,” “potential,” “proposed,” “continue,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should” or other words that convey
uncertainty of future events or outcomes to identify these
forward-looking statements. Such statements are subject to numerous
important factors, risks and uncertainties that may cause actual
events or results to differ materially from our current
expectations. These and other risks and uncertainties are more
fully described in our periodic filings with the Securities and
Exchange Commission (the “SEC”), including the risk factors
described in the section entitled “Risk Factors” in the quarterly
and annual reports that we file with the SEC. Any forward-looking
statements that we make in this press release speak only as of the
date of this press release. Except as required by law, we assume no
obligation to update forward-looking statements contained in this
press release whether as a result of new information, future events
or otherwise, after the date of this press release.
Corporate Contact:Ocugen, Inc.Sanjay
SubramanianChief Financial OfficerIR@Ocugen.com
Media Contact:
LaVoieHealthScience Lisa
DeScenzaldescenza@lavoiehealthscience.com+1 978-395-5970
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