OCUGEN, INC. Form 8-K (April 15, 2022)

Summary

Current report on Form 8-K of Ocugen, Inc., filed under Item 1.01, with a signature date of April 18, 2022. The report says Ocugen holds an exclusive right and license under certain intellectual property rights of Bharat Biotech International Limited to develop, manufacture and commercialize COVAXIN in the United States of America and Canada. On April 15, 2022 Ocugen and Bharat entered into a Second Amendment to the Co-Development, Supply and Commercialization Agreement, expanding the territory to include Mexico. Under the agreement as amended, the parties will share any profits from commercialization of COVAXIN in that territory, with Ocugen retaining 45% of the profits and Bharat receiving the balance.

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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 15, 2022

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,
Ocugen, Inc. (the “ Company ”), is party to a Co-Development, Supply and Commercialization Agreement, as amended
(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 and Canada (the “ Ocugen Territory ”).

On April 15, 2022,
the Company and Bharat entered into that certain Second Amendment to the Co-Development, Supply and Commercialization Agreement (the “ Amendment ”),
pursuant to which the parties agreed to expand the Ocugen Territory to include Mexico (the “ Amended Ocugen Territory ”). 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: April 18, 2022

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

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