OCUGEN, INC. Form 8-K (March 16, 2021)

Summary

Current report on Form 8-K of Ocugen, Inc., dated March 16, 2021, filed under Item 5.07. It states that a Special Meeting of Stockholders took place virtually on March 16, 2021 and was adjourned to April 14, 2021 solely for the vote on Item 1, an amendment to increase authorized common stock. A total of 101,125,572 shares, or 53.78% of the common stock outstanding on the February 11, 2021 record date, were represented. Stockholders approved the adjournment proposal in Item 2 (81,846,988 votes for, 17,131,799 against, 2,146,785 abstentions). The meeting is to reconvene at 11:00 a.m. Eastern Time on April 14, 2021.

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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): March 16,
2021

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)

263 Great Valley Parkway

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:

¨ | 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 5.07 Submission of Matters to a Vote of Security Holders.

On March 16, 2021, Ocugen, Inc.
(the “ Company ”) held a Special Meeting of Stockholders (the “ Special Meeting ”) virtually,
which was adjourned to April 14, 2021 solely with respect to the voting on Item 1, the approval and adoption of an amendment
to the Company’s Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common
stock, par value $0.01 (the “ Common Stock ”) (“ Item 1 ”). A total of 101,125,572 shares of
the Company’s Common Stock, or 53.78% of the Common Stock outstanding as of February 11, 2021, the record
date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.

The following is a brief description of
the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting on March 16,
2021.

Item 2 — Approval of the adjournment
of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the Authorized Shares Amendment
Proposal . The stockholders approved the proposal to adjourn the Special Meeting to a later date if there had been insufficient
votes at the time of the Special Meeting to approve the Item 1. The voting results were as follows:

Votes For | Votes Against | Abstentions
81,846,988 | 17,131,799 | 2,146,785

Adjournment With Respect
to Item 1

The Special Meeting was adjourned to April 14,
2021 solely with respect to Item 1 in order to provide additional time for stockholders to consider and vote on such proposal.
The Special Meeting will reconvene at 11:00 a.m. Eastern Time on April 14, 2021, virtually at www.virtualshareholdermeeting.com/OCGN2021SM.

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: March 17, 2021

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

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