OCUGEN, INC. Form 8-K (April 3, 2020)

Summary

Current report on Form 8-K of Ocugen, Inc. with a date of earliest event reported of April 3, 2020, filed under Item 5.02 and Item 8.01. The report states that Frank N. Leo notified the company on April 3, 2020 of an intention to resign from the Board of Directors and as chair of the Compensation Committee, and that on April 5, 2020 the Board expanded from seven to eight members and appointed Kirsten Castillo and Prabhavathi Fernandes as Class III directors. Each new director received an initial option grant of 54,000 shares at an exercise price of $0.28. Under Item 8.01 the Board postponed the annual meeting of stockholders scheduled for June 4, 2020 in light of the COVID-19 pandemic; the report is signed April 9, 2020.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8–K

CURRENT REPORT

Pursuant to Section 13 OR 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April
3, 2020

OCUGEN, INC.

(Exact Name of Registrant as Specified in
its Charter)

Delaware | 001-36751 | 04-3522315
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)

5 Great Valley Parkway, Suite 160

Malvern, Pennsylvania 19355

(484) 328-4701

(Addresses, including zip code, and telephone
numbers, including area code, of principal executive offices)

N/A

(Former Name or Former Address, if Changed
Since Last Report)

Check the appropriate box below if the Form 8–K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting
material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

¨ Pre–commencement
communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

¨ Pre–commencement
communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Securities registered pursuant to Section
12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value per share | OCGN | The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company ¨

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 3, 2020, Frank N. Leo, a member of the Board of Directors
(the “ Board ”) of Ocugen, Inc. (the “ Company ”), notified the Company of his
intention to resign from his position as a member of the Board and as chair of the Compensation Committee of the Board (the “ Compensation
Committee ”) effective immediately. Mr. Leo’s decision to resign did not result from any disagreement with the
Company on matters relating to the Company’s operations, policies or practices. The Company extends its deepest gratitude
to Mr. Leo for his distinguished service to the Board and for his lasting contributions to the Company.

On April 5, 2020, the Board expanded the size of the Board from
seven to eight members and appointed Kirsten Castillo and Prabhavathi Fernandes, Ph.D as Class III directors, effective immediately,
to fill the vacancies created by Mr. Leo’s resignation and as a result of the expansion of the Board by one. In connection
with Mr. Leo’s resignation as chair of the Compensation Committee, the Board also refreshed the membership of the Compensation
Committee and appointed Dr. Fernandes and Ms. Castillo as members of the Compensation Committee and Ms. Castillo as chair of the
Compensation Committee. The Board determined that each of Ms. Castillo and Dr. Fernandes met the criteria for independence set
forth in the Nasdaq Listing Rule 5605(a)(2), subject to certain exceptions, for service on the Compensation Committee. In connection
with such refreshment, Manish Potti was removed from the Compensation Committee with an acknowledgement of appreciation by the
Board for his past service on the Compensation Committee.

As non-employee directors, Ms. Castillo and Dr. Fernandes will
be compensated for their services in the manner described in the Company’s current Non-Employee Director Compensation Policy
(the “ Policy ”). In accordance with the Policy, upon commencement of their services as directors on April
5, 2020, Ms. Castillo and Dr. Fernandes received an initial option grant (the “ Initial Grant ”) to purchase
54,000 shares of the Company’s common stock at an exercise price of $0.28 per share, the closing price of the Company’s
common stock on the Nasdaq Capital Market on April 3, 2020. The Initial Grant will vest over a three-year period in equal monthly
installments beginning on May 5, 2020 such that the option is fully vested on the third anniversary of May 5, 2020, subject to
each of Ms. Castillo’s and Dr. Fernandes’ continuous service through such applicable vesting dates.

There are no arrangements or understandings between either of
Ms. Castillo or Dr. Fernandes, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Castillo or Dr.
Fernandes was selected as a director. Each of Ms. Castillo and Dr. Fernandes has no family relationship with any director or executive
officer of the Company. Furthermore, there are no transactions between either Ms. Castillo or Dr. Fernandes and the Company that
would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”).

Item 8.01. Other Events.

Postponement of the Annual Meeting of Stockholders

On April 5, 2020, the Board determined to postpone the 2020
Annual Meeting of Stockholders previously scheduled for Thursday, June 4, 2020 (the “ 2020 Annual Meeting ”).
The Company postponed the 2020 Annual Meeting in light of the COVID-19 pandemic. In taking this action, the Board noted their concerns
for the health and safety of the Company’s stockholders, officers and employees and public orders to avoid large gatherings.

The date of the 2020 Annual Meeting will be determined in the
near future, and new record dates and deadlines for the submission of stockholder proposals in the proxy materials or otherwise
to be considered at the 2020 Annual Meeting will be set and announced at such time.

SIGNATURE

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: April 9, 2020

OCUGEN, INC.
By: | /s/ Shankar Musunuri
Name: Shankar Musunuri
Title: Chief Executive Officer and Chairman

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