OCUGEN, INC. Form 8-K (Aug. 14, 2020) — Item 1.01

Summary

Current report on Form 8-K of Ocugen, Inc., dated August 14, 2020, filed under Items 1.01 and 9.01. It states that the company entered into an At Market Issuance Sales Agreement with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. under which it may issue and sell common stock having an aggregate gross sales price of up to $30.0 million, and that it is not obligated to make any sales. The company will pay each agent a commission rate of 3.0% of the gross sales price and reimburse fees and expenses up to $15,000. The agreement ends the existing Controlled Equity Sales Agreements with Cantor Fitzgerald & Co. dated May 8, 2020 and June 12, 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): August 14, 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 1.01 Entry into a Material Definitive Agreement

On August 14,
2020, Ocugen, Inc. (the “ Company ”) entered into an At Market
Issuance Sales Agreement (the “ Agreement ”) with Cantor Fitzgerald
& Co. and Oppenheimer & Co. Inc. (collectively referred to as the “ Agents ”
and each, individually, as an “ Agent ”), pursuant to which the
Company may, from time to time, issue and sell shares of its common stock, par value $0.01 per share, having an aggregate
gross sales price of up to $30.0 million (the “ Shares ”).

Under the terms of the Agreement, the Agents
may sell the Shares at market prices by any method that is deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The offer and sales of the Shares made pursuant
to the Agreement, if any, will be made under the Company’s effective “shelf” registration statement on Form S-3
(File No. 333-237456), the base prospectus contained therein dated May 5, 2020, and a prospectus supplement related to the Shares
filed on August 14, 2020.

The Company is not obligated to, and it
cannot provide any assurances that it will, make any sales of the Shares under the Agreement. The Company will pay each Agent a
commission rate of 3.0% of the gross sales price per share of any Shares sold through such Agent as sales agent under the Agreement.
The Company has also provided the Agents with customary indemnification and contribution rights. The Company has agreed to reimburse
the Agents for their fees and expenses, including but not limited to fees and expenses of their counsel, in an amount not to exceed
$15,000. The Agreement may be terminated by the Agents or the Company at any time upon ten days’ prior written notice to
the other party, or by the Company upon five days’ prior written notice at any time when no placement notice for the sale
of the Shares is in effect.

Effective upon the execution of the Agreement, the Company and Cantor Fitzgerald & Co. mutually agreed to terminate the existing Controlled
Equity Sales Agreements dated May 8, 2020 and June 12, 2020.

This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale
of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state.

The foregoing description of the Agreement
is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as
Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of Troutman Pepper Hamilton
Sanders LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. | Document
5.1 | Opinion of Troutman Pepper Hamilton Sanders LLP
10.1 | At
 Market Issuance Sales Agreement, dated August 14, 2020, by and among Ocugen, Inc., Cantor Fitzgerald & Co. and
 Oppenheimer & Co. Inc.
23.1 | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1)
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

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: August 14, 2020

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

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