I think this whole fiasco is related to the following Ocugen Private Placement Transaction. Specifically the warrants
On September 27, 2019, the Company and Ocugen completed a previously announced private placement transaction with certain accredited investors for an aggregate purchase price of approximately $25.0 million (subject to the offset amount described below) whereby, among other things, Ocugen issued to the investors shares of Ocugen common stock immediately prior to the Merger (the “Pre-Merger Financing”), pursuant that certain Securities Purchase Agreement (the “Purchase Agreement”), made and entered into as of June 13, 2019, by and among the Company, Ocugen and the institutional investors thereto (the “Investors”), and amended by those certain Amendment Agreements, made and entered into as of June 28, 2019.
At the closing of the Pre-Merger Financing, (i) Ocugen issued and sold to the Investors shares of Ocugen’s common stock (the “Initial Shares” and, as converted pursuant to the exchange rate in the Merger into the right to receive approximately 2.2 million shares of Common Stock, the “Converted Initial Shares”), and (ii) Ocugen deposited additional shares of Ocugen’s common stock (as converted pursuant to the exchange rate in the Merger, approximately 2.2 million shares of Common Stock) into escrow for the benefit of the Investors if 80% of the volume-weighted average trading price of a share of the Common Stock as quoted on the Nasdaq Capital Market for the first three trading days immediately following the closing date of the Pre-Merger Financing is lower than the price paid by the Investors for the Initial Shares (the “Additional Shares” and together with the Initial Shares the “Pre-Merger Financing Shares”). In addition, under the Purchase Agreement the Company has agreed to issue on the fifth trading day following the consummation of the Merger warrants representing the right to acquire Common Stock under certain terms and conditions as described in the Registration Statement.
