OCUGEN, INC. Form 8-K (Dec. 9, 2021) — Item 5.02

Summary

Current report on Form 8-K of Ocugen, Inc., filed under Item 5.02, signed December 15, 2021. It states that on December 9, 2021, Suha Taspolatoglu, M.D., a member of the Board of Directors and the Audit Committee, notified the company of his intention to resign effective December 10, 2021. The report says the resignation was due to personal administrative challenges posed by the COVID-19 pandemic and did not result from any disagreement with the company. On December 15, 2021, the Board decreased the size of the Board from eight (8) to seven (7) members and appointed Prabhavathi Fernandes, Ph.D., an independent director, to the Audit Committee.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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): December 9, 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 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2021, Suha Taspolatoglu, M.D., a member of the
Board of Directors (the “ Board ”) of Ocugen, Inc. (the “ Company ”), notified the
Company of his intention to resign from his position as a member of the Board and as a member of the Audit Committee of the Board
(the “ Audit Committee ”) effective as of December 10, 2021. Dr. Taspolatoglu’s decision to resign was
due to personal administrative challenges posed by the COVID-19 pandemic and did not result from any disagreement with the Company
on matters relating to the Company’s operations, policies or practices. In providing his resignation, Dr. Taspolatoglu
expressed his appreciation for working with the Company, its Chief Executive Officer and Board to help shape the Company’s
direction, and that he wishes the Company the best in continuing to grow and develop its product candidates. The Company extends its
deepest gratitude to Dr. Taspolatoglu for his distinguished service to the Board and for his lasting contributions to the
Company.

On December 15, 2021, the Board decreased the size of the Board from
eight (8) to seven (7) members. In connection with Dr. Taspolatoglu’s resignation, the Board also appointed Prabhavathi Fernandes,
Ph.D., one of the Company’s independent directors, as a member of the Audit Committee.

1

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: December 15, 2021

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

2

File and source

File

SEC_OCGN_8-K_filed2021-12-15_0001104659-21-150067.htm

Size

26,203 bytes

SHA-256

e9bc8b0c44515a8079c2a76d3e8bf21e65c2d7a639084ea7ec873cc98a0f6616

Our copy

SEC_OCGN_8-K_filed2021-12-15_0001104659-21-150067.htm

Original

www.sec.gov