OCUGEN, INC. Form 8-K (June 10, 2022)

Summary

Current report on Form 8-K of Ocugen, Inc., signed June 10, 2022, filed under Items 1.01 and 9.01. On June 10, 2022 the company entered into an At Market Issuance Sales Agreement with Cantor Fitzgerald & Co., Mizuho Securities USA LLC, H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and Chardan Capital Markets, LLC, under which it may issue and sell common stock having an aggregate gross sales price of up to $160.0 million. The company will pay each agent a commission rate of 3.0% of the gross sales price per share sold. The report states that the company is not obligated to make any sales and cannot provide any assurances that it will. The agreement is Exhibit 10.1 and the legal opinion is Exhibit 5.1.

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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): June 10, 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)

11 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.

On June 10, 2022, Ocugen,
Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Agreement”) with Cantor Fitzgerald
& Co., Mizuho Securities USA LLC, H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and Chardan Capital Markets, LLC (collectively
referred to as the “Agents” and each, individually, as an “Agent”), pursuant to which the Company may, from time
to time, issue and sell shares of its common stock, par value $0.01 per share, having an aggregate gross sales price of up to $160.0 million
(the “Shares”).

Under the terms of the Agreement,
the Agents may sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined
in Rule 415 promulgated under the Securities Act of 1933, as amended.

The offer and sales of the
Shares made pursuant to the Agreement, if any, will be made under the Company’s Registration Statement on Form S-3ASR, which was
previously filed with the Securities and Exchange Commission and became automatically effective on March 22, 2021, as supplemented by
a prospectus supplement, dated June 10, 2022.

The Company is not
obligated to, and it cannot provide any assurances that it will, make any sales of the Shares under the Agreement. The Company will
pay each Agent a commission rate of 3.0% of the gross sales price per share of any Shares sold through such Agent as sales agent
under the Agreement, as well as reimbursement of certain expenses. The Company has also provided the Agents with customary
indemnification and contribution rights. The Agreement may be terminated by the Agents or the Company at any time upon ten
days’ prior written notice to the other party, or by the Company upon five days’ prior written notice at any time when
no placement notice for the sale of the Shares is in effect.

This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation
or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.

The foregoing description
of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is
filed as Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of Troutman
Pepper Hamilton Sanders LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. | Document
5.1 | Opinion of Troutman Pepper Hamilton Sanders LLP
10.1 | At Market Issuance Sales Agreement, dated June 10, 2022, by and among Ocugen, Inc., Cantor Fitzgerald & Co., Mizuho Securities USA LLC, H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and Chardan Capital Markets, LLC
23.1 | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1)
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 10, 2022

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

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