OCUGEN, INC. Form 8-K (July 2, 2021) — Item 5.07

Summary

Current report on Form 8-K of Ocugen, Inc., dated July 2, 2021, filed under Item 5.07. It states that the 2021 Annual Meeting of Stockholders opened virtually on June 11, 2021 without a quorum and was adjourned to July 2, 2021 at 11:00 a.m. ET. At the reconvened meeting, 101,256,934 shares, or 53.81% of the common stock outstanding on the April 19, 2021 record date, were represented. Stockholders elected Shankar Musunuri, Ramesh Kumar and Junge Zhang as Class I directors, ratified Ernst & Young LLP for the 2021 fiscal year (95,522,113 votes for), and approved named executive officer compensation on an advisory basis.

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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): July 2, 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 June 11, 2021, Ocugen, Inc. (the “ Company ”)
opened its 2021 Annual Meeting of Stockholders (the “ Annual Meeting ”) virtually. As there was not a sufficient number
of shares represented in person or by proxy to constitute a quorum, the Company adjourned the Annual Meeting to July 2, 2021 at 11:00
a.m. ET. At the reconvened Annual Meeting, a total of 101,256,934 shares of the Company’s common stock, par value $0.01 per share
(“ Common Stock ”), or 53.81% of the Common Stock outstanding as of April 19, 2021, the record date for the Annual Meeting,
were represented virtually or by proxy.

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 Annual Meeting on July 2, 2021.

(a) Item 1 — Election of Three Class I
Directors. The stockholders elected each director nominee to the Board of Directors to serve as a director until the 2024 Annual Meeting
of Stockholders or until his respective successor is elected and qualified, as follows:

Name | For | Withheld | Broker Non-Votes
Shankar Musunuri, Ph.D., MBA | 58,669,949 | 7,944,159 | 34,642,826
Ramesh Kumar, Ph.D. | 57,808,365 | 8,805,743 | 34,642,826
Junge Zhang, Ph.D. | 58,673,005 | 7,941,103 | 34,642,826

(b) Item 2 — Ratification of Independent
Registered Public Accountant . The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the 2021 fiscal year, as follows:

Votes For | Votes Against | Abstentions | Broker Non-Votes
95,522,113 | 3,628,111 | 2,106,710 | —

(c) Item 3 — Approval, on an advisory
basis, of the compensation of the Company’s named executive officers. The stockholders approved, on an advisory basis,
the compensation of the Company’s named executive officers, as follows:

Votes For | Votes Against | Abstentions | Broker Non-Votes
47,559,375 | 16,714,462 | 2,340,271 | 34,642,826

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: July 2, 2021

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

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