OCUGEN, INC. Form 8-K (May 24, 2022)

Summary

Current report on Form 8-K of Ocugen, Inc., dated May 24, 2022, filed under Items 8.01 and 9.01. Item 8.01 states that on May 24, 2022 the company issued a press release announcing the introduction of a cell therapy program called NeoCart (autologous chondrocyte-derived neocartilage), described as a Phase 3 technology. The release says the program has been granted a Regenerative Medicine Advanced Therapy designation by the U.S. Food and Drug Administration for the repair of full-thickness lesions of the knee cartilage in adults. The press release is Exhibit 99.1.

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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): May 24, 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)w

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
8.01 Other Events.

On May 24, 2022, Ocugen, Inc.
(the “Company”) issued a press release announcing that it is diversifying its innovative pipeline by introducing a
cell therapy program called NeoCart ® (autologous chondrocyte-derived neocartilage), a Phase 3 technology, which has been
granted a Regenerative Medicine Advanced Therapy designation by the U.S. Food and Drug Administration for the repair of full-thickness
lesions of the knee cartilage in adults. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Item
9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:

(d) Exhibits

Exhibit No. | Document
99.1 | Press Release of Ocugen, Inc. dated May 24, 2022.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: May 24, 2022

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

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