OCUGEN, INC. Form 8-K (April 23, 2021)

Summary

Current report on Form 8-K of Ocugen, Inc., dated April 23, 2021, filed under Items 1.01 and 9.01. It states that the company entered into a Securities Purchase Agreement to issue and sell 10,000,000 shares of common stock in a registered direct offering at $10.00 per share, with closing expected on April 27, 2021 and gross proceeds of approximately $100 million before placement agent fees and expenses. H.C. Wainwright & Co., LLC is placement agent and is to receive a cash fee of 6.5% of the aggregate gross proceeds. As of April 27, 2021, following the closing, 198,166,552 shares of common stock will be outstanding.

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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 23, 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 (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 April 23, 2021, Ocugen, Inc. (the “ Company ”)
entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain purchasers named therein (the
“ Purchasers ”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “ Offering ”),
10,000,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common
Stock ”), at an offering price of $10.00 per share.

The Purchase Agreement contains customary representations
and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The
closing of the Offering is expected to occur on April 27, 2021, subject to customary closing conditions. The Company is expected to receive
gross proceeds of approximately $100 million in connection with the Offering, before deducting placement agent fees and related offering
expenses.

As compensation
to H.C. Wainwright & Co., LLC (the “ Placement Agent ”) as placement agent in connection with the Offering,
the Company agreed to pay to the Placement Agent a cash fee of 6.5% of the aggregate gross proceeds raised in the Offering, plus reimbursement
of certain expenses.

The foregoing summary of the Purchase Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the form of such document attached as Exhibit 10.1
to this Current Report on Form 8-K (the “ Report ”), which is incorporated herein by reference.

The Shares in the Offering were offered by the
Company pursuant to a registration statement on Form S-3 (File No. 333-254550), which was filed with the Securities and Exchange
Commission (the “ Commission ”) and became automatically effective upon filing on March 22, 2021. A
copy of the opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the
issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. This Report shall not constitute an offer to sell
or the solicitation of an offer to buy the Shares, nor shall there be any 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 any such state.

As of April 27, 2021, following the closing of the Offering, 198,166,552 shares of the Company's Common Stock will be outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No. | Document
5.1 | Opinion of Troutman Pepper Hamilton Sanders LLP.
10.1 | Form of Securities Purchase Agreement.
23.1 | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 27, 2021

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

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