OCUGEN, INC. Form 8-K (June 1, 2021)

Summary

Current report on Form 8-K of Ocugen, Inc., dated June 1, 2021, filed under Item 1.01. It states that on June 1, 2021 the company and Bharat Biotech International Limited entered into a First Amendment to the Co-Development, Supply and Commercialization Agreement, effective as of May 29, 2021, expanding the territory for COVAXIN to the United States and Canada. The company paid Bharat a non-refundable, upfront payment of $15 million and agreed to pay a milestone payment of $10 million within 30 days of the first commercial sale of COVAXIN in Canada. Profits from commercialization in the amended territory are to be shared, with the company retaining 45%.

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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): June 1, 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.

As previously disclosed, on February 2, 2021, Ocugen,
Inc. (the “ Company ”), entered into a Co-Development, Supply and Commercialization Agreement (the “ Agreement ”)
with Bharat Biotech International Limited (“ Bharat ”), pursuant to which the Company obtained an exclusive right and
license under certain of Bharat’s intellectual property rights, with the right to grant sublicenses, to develop, manufacture and
commercialize COVAXIN™, an advanced-stage whole-virion inactivated vaccine candidate/product for the prevention of COVID-19 in the
United States of America, its territories and possessions (the “ Original Ocugen Territory ”).

On June 1, 2021, the Company and Bharat entered
into that certain First Amendment to Co-Development, Supply and Commercialization Agreement (the “ Amendment ”), pursuant
to which the parties agreed to expand the Original Ocugen Territory to include the United States and Canada (the “ Amended Ocugen
Territory ”). The Amendment is effective as of May 29, 2021. In consideration of the expansion, pursuant to the Amendment, the
Company paid to Bharat a non-refundable, upfront payment of $15 million immediately upon execution of the Amendment. The Company further
agreed to pay to Bharat a milestone payment of $10 million within 30 days of the first commercial sale of COVAXIN in Canada. In addition
to the aforementioned payments, under the terms of the Agreement as amended by the Amendment, the parties will share any profits generated
from the commercialization of COVAXIN in the Amended Ocugen Territory, with the Company retaining 45% of such profits and Bharat receiving
the balance of such profits.

The foregoing summary of the material terms of
the Amendment is qualified in its entirety by the terms of the Amendment, a copy which will be filed as an exhibit in a subsequent periodic
report to be filed under the Securities Exchange Act of 1934, as amended.

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: June 7, 2021

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

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