OCGN / Ocugen, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 29, 2025 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 29, 2025 OCUGEN, INC. (Exact name of registrant as specified in its charter) Delaware 001-36751 04-3522315 (State or other jurisdiction of incorporation) (Commission File Numb

FORM OF COMMON STOCK PURCHASE WARRANT OCUGEN, INC.

Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT OCUGEN, INC. Warrant Shares:                                                                       Initial Exercise Date: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                                          or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2025, between Ocugen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

20,000,000 Shares of Common Stock Warrants to Purchase up to 20,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-278774 PROSPECTUS SUPPLEMENT (To Prospectus dated May 1, 2024) 20,000,000 Shares of Common Stock Warrants to Purchase up to 20,000,000 Shares of Common Stock We are offering an aggregate of 20,000,000 shares of our common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase up to 20,000,000 shares of our Common Stock (

Ocugen, Inc. Announces $20 Million Registered Direct Offering of Common Stock and Warrants

Exhibit 99.1 Ocugen, Inc. Announces $20 Million Registered Direct Offering of Common Stock and Warrants MALVERN, Pa., Aug. 08, 2025 (GLOBE NEWSWIRE) - Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced that it has entered into a securities purchase agreement with Janus Henderson Investors, a global asset

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2025 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2025 OCUGEN, INC. (Exact name of registrant as specified in its charter) Delaware 001-36751 04-3522315 (State or other jurisdiction of incorporation) (Commission File Numbe

PLACEMENT AGENCY AGREEMENT August 8, 2025

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT August 8, 2025 Noble Capital Markets, Inc. 150 East Palmetto Park Rd., Suite 110 Boca Raton, FL 33432 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ocugen, Inc., a Delaware corporation (the “Company”), hereby agrees to sell at least $20,000,000 of registered securities of the Company, including, but not li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact name o

Third Amendment to the Exclusive License Agreement between Washington University and Ocugen, Inc., dated June 2, 2025

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Ocugen Provides Business Update with Second Quarter 2025 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET · Initiated dosing in OCU410ST Phase 2/3 GARDian3 pivotal confirmatory clinical trial · Actively dosing patients in OCU400 Ph

Exhibit 99.1 Ocugen Provides Business Update with Second Quarter 2025 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET · Initiated dosing in OCU410ST Phase 2/3 GARDian3 pivotal confirmatory clinical trial · Actively dosing patients in OCU400 Phase 3 liMeliGhT clinical trial and on track for 2026 BLA filing · OrthoCellix reverse merger intended to unlock the value of NeoCart/rege

Courageous Innovation Dedicated to Bringing Game - Changing Gene Therapies to Market and Working Even Harder to Provide Access to Patients Globally 2Q 2025 Business Update August 1, 2025

Exhibit 99.2 Courageous Innovation Dedicated to Bringing Game - Changing Gene Therapies to Market and Working Even Harder to Provide Access to Patients Globally 2Q 2025 Business Update August 1, 2025 2 This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 , including, but not limited to, strategy, business plans and objec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 1, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 1, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2025 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2025 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2025 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2025 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2025 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2025 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)

Form of Lock-Up Agreement

Exhibit 10.4 Lock-Up Agreement [●], 2025 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) Carisma therapeutics Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of June 22, 2025 (as such agreement may be amended, restated, amended and restated or otherwise modified from time to time, the “Merger Agreement”), with Orth

Form of OrthoCellix Support Agreement

Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among Orthocellix, Inc., a Delaware corporation (the “Company”), Ocugen, inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol

Agreement and Plan of Merger, dated as of June 22, 2025, by and among Carisma Therapeutics Inc., Azalea Merger Sub, Inc., OrthoCellix, Inc. and Ocugen, Inc.

Exhibit 10.1 Execution AGREEMENT AND PLAN OF MERGER by and among CARISMA THERAPEUTICS INC., AZALEA MERGER SUB, INC., ORTHOCELLIX, INC. and OCUGEN, INC. Dated as of June 22, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Interpretation 11 Section 1.3 Currency 11 Article II THE MERGER 11 Section 2.1 Formation of Merger Sub 11 Secti

Form of Carisma Support Agreement

Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), is made as of [●], 2025, by and among OrthoCellix, Inc., a Delaware corporation (the “Company”), Ocugen Inc., a Delaware corporation (the “Guarantor”), Carisma Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”). WHEREAS, as of the date hereof, the Stockhol

Carisma Therapeutics and OrthoCellix Enter into Definitive Merger Agreement to Create Company Focused on Regenerative Cell Therapies for Orthopedic Diseases -      Proposed reverse merger with OrthoCellix, a wholly-owned subsidiary of Ocugen, to crea

Exhibit 99.1 Carisma Therapeutics and OrthoCellix Enter into Definitive Merger Agreement to Create Company Focused on Regenerative Cell Therapies for Orthopedic Diseases -      Proposed reverse merger with OrthoCellix, a wholly-owned subsidiary of Ocugen, to create Nasdaq-listed, late clinical-stage regenerative cell therapy company with a first-in-class technology platform, focused on orthopedic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2025 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2025 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2025 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

• • • • • Visual Field 0 10 20 30 40 50 60 70 80 P ro p o rt io n o f R e s p o n d e rs 75% 6/8 • • • o ± Year 1 Year 2 -5 0 5 10 M e a n Δ L L V A ( ± S E M ) fr o m B a s e li n e Treated Eye Untreated Eye * p = 0.005 p = 0.021 * Year 1 Year 2 -5

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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 5, 2025 OCUGEN, INC. (Exact Na

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 5, 2025 OCUGEN, INC.

Ocugen, Inc. Announces Signing of Binding Term Sheet for the License of OCU400 Modifier Gene Therapy for Retinitis Pigmentosa in Korea

Exhibit 99.1 Ocugen, Inc. Announces Signing of Binding Term Sheet for the License of OCU400 Modifier Gene Therapy for Retinitis Pigmentosa in Korea · Upfront fees and near-term development milestone payments totaling up to $11 million · Sales milestones of $150 million or more in first 10 years of commercialization · Royalties equaling 25% of net sales · Ocugen to manufacture and supply OCU400 MAL

Ocugen Provides Business Update with First Quarter 2025 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET • OCU400 Phase 3 clinical trial for retinitis pigmentosa (RP) is progressing well and on target for potential BLA/MAA filings

Ocugen Provides Business Update with First Quarter 2025 Financial Results Conference Call and Webcast Today at 8:30 a.

, Rights and Preferences of Series C Preferred Stock

RLF1 32460303v.1 OCUGEN, INC. CERTIFICATE OF CORRECTION TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK Ocugen, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Ocugen, Inc. 2. The Certificate of Designation of Preferences, Right

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2025 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2025 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)

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Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 01, 2025 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)

5 • • • • • • • • • • • • • • 7 • • • • • • z 0.8 0.6 0.4 0.2 0.0 Mean Change in BCVA 9 % ± • • • • • • • • • Visual Field 0 10 20 30 40 50 60 70 80 P ro p o rt io n o f R e sp o n d e rs 6/8 • • • • • • • • • • • • • • • • µ

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 21, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 21, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 4, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 4, 2025 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

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ocugen, Inc. 2019 Equity Incentive Plan Common Stock, par value $0.01 pe

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36751 OCUGEN, INC. (Exact name of reg

Ocugen Provides Business Update with Fourth Quarter and Full Year 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET

Exhibit 99.1 Ocugen Provides Business Update with Fourth Quarter and Full Year 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Reached an alignment with FDA on Phase 2/3 pivotal confirmatory clinical trial for OCU410ST for Stargardt disease potentially expediting clinical development by two to three years •Completed dosing in OCU410 Phase 2 ArMaDa clinical trial (N=51) fo

As filed with the United States Securities and Exchange Commission on March 5, 2025

As filed with the United States Securities and Exchange Commission on March 5, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 5, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 5, 2025 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

List of Subsidiaries

Exhibit 21.1 Ocugen, Inc. List of Subsidiaries Name of Wholly-Owned Subsidiary Jurisdiction of Organization Ocugen Limited Ireland Ocugen OpCo, Inc. Delaware Histogenics Securities Corporation Massachusetts Ocugen Canada Ltd. Canada Ocugen India Private Limited India

Executive Employment Agreement, dated as of September 9, 2024, by and between the Registrant and Ramesh Ramachandran

Docusign Envelope ID: 3E0232AF-31A3-415E-B296-E754017A162F #56446263 v2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made as of September 9, 2024 (the “Effective Date”) by and between Ocugen, Inc.

Compensation Recovery Policy (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K as filed April 16, 2024, and incorporated herein by reference)

OCUGEN, INC. COMPENSATION RECOVERY POLICY Adopted as of September 15, 2023 Ocugen, Inc., a Delaware corporation (the “Company”), has adopted this amended and restated Compensation Recovery Policy (this “Policy”) as described below. This Policy amends and restates the Clawback Policy previously adopted by the Board on December 9, 2021. 1. Overview This Policy sets forth the circumstances and proced

Insider Trading Policy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 3, 2025 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 3, 2025 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

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 12, 2025 OCUGEN, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 12, 2025 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Ocugen, Inc. 11 Great Valley Parkway Malvern, PA 19355

Ocugen, Inc. 11 Great Valley Parkway Malvern, PA 19355 February 11, 2025 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ocugen, Inc.: Registration Statement on Form S-3 filed January 31, 2025 (File No. 333-284629) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as ame

Supplement to Loan and Security Agreement by and among Ocugen, Inc., Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K as filed on February 7, 2025, and incorporated herein by reference)

Exhibit 10.3 CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLEMENT to the Loan and Security Agreement dated as of November 6, 2024 among OCUGEN, INC. (“Parent”), OCUGEN OPCO, INC., a Delaware corporation, (“O

Subscription Agreement by and among Ocugen, Inc., Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on February 7, 2025, and incorporated herein by reference)

Exhibit 10.1 CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version SUBSCRIPTION AGREEMENT Ocugen, Inc. 11 Great Valley Parkway Malvern, Pennsylvania 19355 Ladies and Gentlemen: This Subscription Agreem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 (November 6, 2024) OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or other jurisdiction of

Loan and Security Agreement by and among Ocugen, Inc., Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed on February 7, 2025, and incorporated herein by reference)

Exhibit 10.2 CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LOAN AND SECURITY AGREEMENT Dated as of November 6, 2024 among OCUGEN, INC., a Delaware corporation (“Parent”), OCUGEN OPCO, INC., a Delaware corporatio

As filed with the Securities and Exchange Commission on January 31, 2025

As filed with the Securities and Exchange Commission on January 31, 2025 Registration No.

Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • Control Untreated Mutant Treated Mutant • • • • • • • • • • • • • • ±     12 • • • • • • • • • • • • • • • • • • • • • • • • • • •   • • 0.96 ± 0.25 0.76 ± 0.53 Inset • • • -55 -50 -45 -40

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • Control Untreated Mutant Treated Mutant • • • • • • • • • • • • • • ±     12 • • • • • • • • • • • • • • • • • • • • • • • • • • •   • • 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 29, 2025 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 29, 2025 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2024 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • Control Untreated Mutant Treated Mutant • • • • • • • • • • • 10 • • • • • • • • • • • • • • • • • • • • • • • • • • •   • • 0.96 ± 0.25 0.76 ± 0.53 Inset • • • -55 -50 -45 -40 -35 -30 -25 -20

ocugenincpresentation • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Control Untreated Mutant Treated Mutant • • • • • • • • • • • 10 • • • • • • • • • • • • • • • • • • • • • • • • • • •   • • 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 3, 2024 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 3, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 14, 2024 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 14, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 12, 2024 OCUGEN, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 12, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Nu

• • • • • • • • • • • • • • • Multifactorial Aging A B C o o o o o o o o o • • • • • • • • • • OCU400 (AAV encoding NR2E3) Rho-/- RhoP23H+/- Rd7 (NR2E3) Rd1 (PDE6B) Rd16 (CEP290) Adapted from: § Li et al., Nature Gene Therapy, 2021 § McNamee et al.,

ocugenincpresentation • • • • • • • • • • • • • • • Multifactorial Aging A B C o o o o o o o o o • • • • • • • • • • OCU400 (AAV encoding NR2E3) Rho-/- RhoP23H+/- Rd7 (NR2E3) Rd1 (PDE6B) Rd16 (CEP290) Adapted from: § Li et al.

Ocugen Provides Business Update with Third Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Subsequent to quarter-end, closed $30 million in debt financing •OCU400 Phase 3 liMeliGhT clinical trial for retinitis pigmen

Exhibit 99.1 Ocugen Provides Business Update with Third Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Subsequent to quarter-end, closed $30 million in debt financing •OCU400 Phase 3 liMeliGhT clinical trial for retinitis pigmentosa (RP) on track to complete enrollment in 1H2025 •OCU410 is currently in Phase 2 of the Phase 1/2 ArMaDa clinical trial •Data and Safe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2024 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 6, 2024 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 6, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or other jurisdiction of incorporation) (Commission  File Num

  • • •  • • • • • 2  2  11 12 • • • • •

a3q24earningsresultspres   • • •  • • • • • 2  2  11 12 • • • • •

Ocugen Secures $30 Million in Debt Funding

Exhibit 99.1 Ocugen Secures $30 Million in Debt Funding MALVERN, Pa., November 7, 2024 (GLOBE NEWSWIRE)—Ocugen, Inc. (Nasdaq: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies, biologics, and vaccines, today announced that on November 6, 2024, the Company entered into a new $30 million credit facility with Avenue Venture Opportunit

OCGN / Ocugen, Inc. / STATE STREET CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OCUGEN INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 67577C105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ý Rule

Courageous Innovation Dedicated to Bringing Game - Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally OCGN August 2024

Exhibit 99.1 Courageous Innovation Dedicated to Bringing Game - Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally OCGN August 2024 Forward Looking Statements 2 This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertaint

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment to Sixth Amended and Restated Certificate of Incorporation related to the Authorized Share Increase

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OCUGEN, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Ocugen, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: 1.The name of the Corporat

Ocugen Provides Business Update with Second Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Actively dosing patients in OCU400 Phase 3 liMeliGhT clinical trial •OCU410 preliminary safety and efficacy data expected la

Exhibit 99.1 Ocugen Provides Business Update with Second Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Actively dosing patients in OCU400 Phase 3 liMeliGhT clinical trial •OCU410 preliminary safety and efficacy data expected later this year •Expanded access program approved for OCU400 •$32.6 million net cash from underwritten public offering of common stock MALV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ` UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including, but not limited to, strategy, business plans and objectives for Ocugen’s clinical programs, plans and timelin

a2q24earningsresultspres This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including, but not limited to, strategy, business plans and objectives for Ocugen’s clinical programs, plans and timelines for the preclinical and clinical development of Ocugen’s product candidates, including the therapeutic potential, clinical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 8, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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): August 5, 2024 OCUGEN, INC. (Exact

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): August 5, 2024 OCUGEN, INC.

Web 8/4/24, 1:09 PM https://distribute.notified.com/Preview/PnrArticlePreview?r=7184972&l=eng Page 2 of 6 EAP allows patients who have unmet medical needs with serious or life-threatening conditions to access treatments outside of a clinical trial th

Exhibit 99.1 Web 8/4/24, 1:09 PM https://distribute.notified.com/Preview/PnrArticlePreview?r=7184972&l=eng Page 1 of 6 Ocugen, Inc. Announces FDA Approval of Expanded Access Program for Patients with Retinitis Pigmentosa Your publication date and time will appear here. | Source: Ocugen MALVERN, Pa., Aug. 04, 2024 (GLOBE NEWSWIRE) - Ocugen, Inc. (“Ocugen” or the “Company”) (NASDAQ: OCGN), a biotech

Ocugen, Inc. Announces Pricing of $35 Million Public Offering of Common Stock

Exhibit 99.2 Ocugen, Inc. Announces Pricing of $35 Million Public Offering of Common Stock July 31, 2024 MALVERN, Pa., July 31, 2024 (GLOBE NEWSWIRE) - Ocugen, Inc. (Nasdaq: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today announced the pricing of its underwritten public offering of 30,434,783 shares of its com

30,434,783 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-278774 PROSPECTUS SUPPLEMENT (To Prospectus dated May 1, 2024) 30,434,783 Shares of Common Stock We are offering 30,434,783 shares of our common stock, par value $0.01 per share, in this offering. Our common stock is listed on the Nasdaq Capital Market under the symbol “OCGN.” On July 30, 2024, the last reported sale price of our common stock o

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 31, 2024 OCUGEN, INC. (Exact N

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 31, 2024 OCUGEN, INC.

Ocugen, Inc. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Ocugen, Inc. Announces Proposed Public Offering of Common Stock July 31, 2024 MALVERN, Pa., July 31, 2024 (GLOBE NEWSWIRE) - Ocugen, Inc. (Nasdaq: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today announced that it has commenced an underwritten public offering (the “offering”) of its common stock. I

Underwriting Agreement, dated July 31, 2024, by and between Ocugen, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC.

Exhibit 1.1 Execution Version 30,434,783 Shares OCUGEN, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE Underwriting Agreement July 31, 2024 Titan Partners Group LLC, a division of American Capital Partners, LLC As the Representative of the several Underwriters listed in Schedule A hereto c/o Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New Y

SUBJECT TO COMPLETION, DATED JULY 31, 2024

Filed pursuant to Rule 424(b)(5) Registration No. 333-278774 The information contained in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securit

Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated July 8, 2024.

Exhibit 16.1 July 8, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We refer you to our previous letter dated June 6, 2024 that addressed Ocugen, Inc.’s disclosures in the initial filing announcing the change in auditors. We have read Item 4.01 of Form 8-K dated July 8, 2024, of Ocugen, Inc. and are in agreement with the statements contained in the f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2024 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2024 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)

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 28, 2024 OCUGEN, INC. (Exact N

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 28, 2024 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated June 6, 2024.

Exhibit 16.1 June 6, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated June 6, 2024, of Ocugen, Inc. and are in agreement with the statements contained in the second, third, fourth, and fifth paragraphs. We also agree with the statement in the second sentence of the first paragraph that management requested a pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2024 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 31, 2024 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact name

Ocugen Provides Business Update with First Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •All three first-in-class modifier gene therapy product candidates currently in the clinic with OCU400 Phase 3 in progress •OC

Exhibit 99.1 Ocugen Provides Business Update with First Quarter 2024 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •All three first-in-class modifier gene therapy product candidates currently in the clinic with OCU400 Phase 3 in progress •OCU400 on track to meet 2026 Biologics License Application (BLA) and Market Authorization Application (MAA) approval targets MALVERN, Pa.,

Executive Employment Agreement, dated as of March 18, 2024, by and between the Registrant and Huma Qamar

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 18, 2024 (the “Effective Date”) by and between Ocugen, Inc.

2 • • • • ® •    4 5 Study Design • Patient with ≥8 years of age with Clinical and Molecular Diagnosis of Retinitis PigmentosaPopulation • BCVA ≤ 75 letters and ≥25 letters (ETDRS Chart) • Able to perform LDNA at ≤ 500 Lux but unable to pass the L

q1fy24earningspresentat 2 • • • • ® •    4 5 Study Design • Patient with ≥8 years of age with Clinical and Molecular Diagnosis of Retinitis PigmentosaPopulation • BCVA ≤ 75 letters and ≥25 letters (ETDRS Chart) • Able to perform LDNA at ≤ 500 Lux but unable to pass the LDNA at ≤ 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 14, 2024 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 14, 2024 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)

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock.

Exhibit 3.1 OCUGEN, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Shankar Musunuri, does hereby certify that: 1. He is the Chief Executive Officer of Ocugen, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2024 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2024 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocugen, Inc. (Exact name of registrant as speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocugen, Inc. (Exact name of registrant as specified in its charter) Delaware 04-3522315 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11 Great

Certificate of Designation of Preferences, Rights and Limitations.

Exhibit 3.1 OCUGEN, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Shankar Musunuri, does hereby certify that: 1. He is the Chief Executive Officer of Ocugen, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue

Ocugen, Inc. 11 Great Valley Parkway Malvern, PA 19355

Ocugen, Inc. 11 Great Valley Parkway Malvern, PA 19355 April 29, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ocugen, Inc.: Registration Statement on Form S-3 filed April 18, 2024 (File No. 333-278774) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36751 OCUGEN, INC. (Exact Name of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 26, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 26, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the United States Securities and Exchange Commission on April 17, 2024

As filed with the United States Securities and Exchange Commission on April 17, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share, reserved for issuance pursuant

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) OCUGEN, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registrat

Form of Indenture

Exhibit 4.3 OCUGEN, INC. and , as Trustee INDENTURE Dated as of [•] TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2 OTHER DEFINITIONS 5 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.4 RULES OF CONSTRUCTION 6 Article 2 THE SECURITIES 6 2.1 ISSUABLE IN SERIES 6 2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 7 2.3 EXECUTION AND AUTHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36751 OCUGEN, INC. (Exact name of reg

Second Amendment to the Exclusive License Agreement by and between the Registrant and The Washington University, dated as of November 28, 2023

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Compensation Recovery Policy

OCUGEN, INC. COMPENSATION RECOVERY POLICY Adopted as of September 15, 2023 Ocugen, Inc., a Delaware corporation (the “Company”), has adopted this amended and restated Compensation Recovery Policy (this “Policy”) as described below. This Policy amends and restates the Clawback Policy previously adopted by the Board on December 9, 2021. 1. Overview This Policy sets forth the circumstances and proced

Third Amendment to the Co-Development and Commercialization Agreement, dated April 11, 2023, by and between the Registrant

Confidential April 11, 2023 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

List of Subsidiaries

Exhibit 21.1 Ocugen, Inc. List of Subsidiaries Name of Wholly-Owned Subsidiary Jurisdiction of Organization Ocugen Limited Ireland Ocugen OpCo, Inc. Delaware Histogenics Securities Corporation Massachusetts Vaccigen Ltd. Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 08, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 08, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Ocugen, Inc. Announces U.S. FDA Clearance of IND Amendment to Initiate OCU400 Phase 3 Clinical Trial — First Gene Therapy to Enter Phase 3 with a Broad Retinitis Pigmentosa Indication

Exhibit 99.1 Ocugen, Inc. Announces U.S. FDA Clearance of IND Amendment to Initiate OCU400 Phase 3 Clinical Trial — First Gene Therapy to Enter Phase 3 with a Broad Retinitis Pigmentosa Indication MALVERN, Pa., April 08, 2024 (GLOBE NEWSWIRE) — Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 2, 2024 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 2, 2024 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

✓ ✓ ✓ ✓ ✓ GENE X GENE M GENE X 2 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • •

✓ ✓ ✓ ✓ ✓ GENE X GENE M GENE X 2 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • •

Ocugen Provides Business Update with Certain Financials for the Year Ending 2023 Conference Call and Webcast Today at 8:30 a.m. ET •Received alignment with FDA for broad retinitis pigmentosa (RP) indication in Phase 3 clinical trial of OCU400—first g

Exhibit 99.1 Ocugen Provides Business Update with Certain Financials for the Year Ending 2023 Conference Call and Webcast Today at 8:30 a.m. ET •Received alignment with FDA for broad retinitis pigmentosa (RP) indication in Phase 3 clinical trial of OCU400—first gene therapy program to receive a broad indication for RP. OCU400 Phase 3 clinical trial expected to commence in April 2024 •Regenerative

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2024 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 21, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 21, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment to Second Amended and Restated Bylaws of Ocugen, Inc. (filed as Exhibit 3.1 to the Registrant's Current Report of Form 8-K as filed on March 20, 2024, and incorporated herein by reference)

Exhibit 3.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS of OCUGEN, INC.         The Second Amended and Restated Bylaws (the “Bylaws”) of Ocugen, Inc., a Delaware corporation (the “Company”), are hereby amended as follows, effective as of March 20, 2024. 1. Section 2.5 of ARTICLE II of the Bylaws is hereby amended and restated in its entirety to read as follows: “Quorum and Adjournment. A. 

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): March 15, 2024 OCUGEN, INC. (Exact

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): March 15, 2024 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 18, 2024 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 18, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Ocugen, Inc. Appoints Huma Qamar, MD, MPH as Chief Medical Officer

Exhibit 99.1 Ocugen, Inc. Appoints Huma Qamar, MD, MPH as Chief Medical Officer MALVERN, Pa, March 18, 2024 (GLOBE NEWSWIRE) – Ocugen, Inc. (“Ocugen” or the “Company”) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today announced the appointment of Dr. Huma Qamar as Chief Medical Officer (CMO). “I’m very

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 21, 2024 OCUGEN, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 21, 2024 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Courageous Innovation Clinical Showcase February 21, 2024 Dedicated to Bringing Game-Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally Forward Looking Statements 2 This presentation c

ocgn-20240221xex991 Courageous Innovation Clinical Showcase February 21, 2024 Dedicated to Bringing Game-Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

OCGN / Ocugen, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Ocugen Inc Title of Class of Securities: Common Stock CUSIP Number: 67577C105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 2, 2024 OCUGEN, INC.

Form of Performance Restricted Stock Unit Award Agreement

Exhibit 10.1 OCUGEN, INC. 2019 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE AND PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Ocugen, Inc (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the target number of Performance Restricted Stock Units set forth below (the “Performance Res

Ocugen Gains FDA Alignment on Key Aspects of OCU400 - Modifier Gene Therapy - Pivotal Phase 3 Study Design

Exhibit 99.1 Ocugen Gains FDA Alignment on Key Aspects of OCU400 - Modifier Gene Therapy - Pivotal Phase 3 Study Design MALVERN, Pa., December 21, 2023 (GLOBE NEWSWIRE) — Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today announced that the Company received alignment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2023 OCUGEN, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact n

Courageous Innovation 3Q 2023 Business Update November 9, 2023 NASDAQ: OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainti

Courageous Innovation 3Q 2023 Business Update November 9, 2023 NASDAQ: OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 9, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

Ocugen Provides Business Update with Third Quarter 2023 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •OCU400 demonstrated favorable safety and tolerability profile in retinitis pigmentosa (RP) and Leber congenial amaurosis (LCA

Exhibit 99.1 Ocugen Provides Business Update with Third Quarter 2023 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •OCU400 demonstrated favorable safety and tolerability profile in retinitis pigmentosa (RP) and Leber congenial amaurosis (LCA) subjects •Completed dosing of three LCA patients including a pediatric patient •OCU400 Phase 1/2 study results suggest stabilization or

Courageous Innovation Dedicated to Bringing Game-Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally November 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains f

Courageous Innovation Dedicated to Bringing Game-Changing Gene & Cell Therapies and Vaccines to Market and Working Even Harder to Provide Access to Patients Globally November 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 9, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 2, 2023 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 2, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 10, 2023 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 10, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

Ocugen Mucosal Vaccine Candidate OCU500 Selected by NIH/NIAID Project NextGen for Inclusion in Clinical Trials

Exhibit 99.1 Ocugen Mucosal Vaccine Candidate OCU500 Selected by NIH/NIAID Project NextGen for Inclusion in Clinical Trials •NIAID is conducting early phase clinical trials on select next generation vaccine candidates with the intent to identify the most effective platforms and delivery routes •OCU500 will be tested as both inhaled and intranasal vaccine candidates •Clinical trials scheduled to st

***

October 4, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Eric Atallah and Kevin Kuhar Re: Ocugen, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 28, 2023 File No. 001-36751 Dear Mr. Atallah and Mr. Kuhar: Ocugen, Inc. (the “Company,” “we,” or “our”), a Delaware cor

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): September 15, 2023 OCUGEN, INC. (E

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): September 15, 2023 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 13, 2023 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 13, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File N

Study Update: OCU400 Phase 1/2 for RP and LCA A PHASE 1/2 STUDY TO ASSESS THE SAFETY AND EFFICACY OF OCU400 FOR RETINITIS PIGMENTOSA ASSOCIATED WITH NR2E3 AND RHO MUTATIONS AND LEBER CONGENITAL AMAUROSIS WITH MUTATION(S) IN CEP290 GENE

Exhibit 99.2 Study Update: OCU400 Phase 1/2 for RP and LCA A PHASE 1/2 STUDY TO ASSESS THE SAFETY AND EFFICACY OF OCU400 FOR RETINITIS PIGMENTOSA ASSOCIATED WITH NR2E3 AND RHO MUTATIONS AND LEBER CONGENITAL AMAUROSIS WITH MUTATION(S) IN CEP290 GENE 2 Forward Looking Statements This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act

Ocugen Announces Positive Clinical Study Update from the Phase 1/2 Trial of OCU400, a Modifier Gene Therapy Product Candidate, for the Treatment of Retinitis Pigmentosa (RP) and Leber Congenital Amaurosis (LCA)

Exhibit 99.1 Ocugen Announces Positive Clinical Study Update from the Phase 1/2 Trial of OCU400, a Modifier Gene Therapy Product Candidate, for the Treatment of Retinitis Pigmentosa (RP) and Leber Congenital Amaurosis (LCA) • Favorable safety and tolerability profile of OCU400 investigational drug product in RP and LCA subjects to date • Clinical study update suggests continued positive trends in

2 Improved visual outcomes and quality of life GENE X GENE M cell NR2E3 Delivery “Molecular reset” of health & survival gene networks cell Cell with normal function Restored retinal cell homeostasis ONL ONL/photoreceptor survival GENE X Cell with mut

ocgn-20230822xex991 2 Improved visual outcomes and quality of life GENE X GENE M cell NR2E3 Delivery “Molecular reset” of health & survival gene networks cell Cell with normal function Restored retinal cell homeostasis ONL ONL/photoreceptor survival GENE X Cell with mutated/ nonfunctioning gene(s) other than modifier gene MODIFIER GENE M GENE M cell 2 • • • Nuclear Hormone Receptors (NHRs): intracellular receptors that regulate gene expression, acting as a master regulator of genes in the retina.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 22, 2023 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 22, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 21, 2023 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 21, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Second Amended and Restated Bylaws (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on August 21, 2023, and incorporated herein by reference)

SECOND AMENDED AND RESTATED BYLAWS OF OCUGEN, INC. A DELAWARE CORPORATION EFFECTIVE: AUGUST 18, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 Section 1.3 Books and Records 1 ARTICLE II STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of meeting 1 Section 2.4 Notice of Meeting 1 Sectio

Ocugen Provides Business Update with Second Quarter 2023 Financial Results Conference Call and Webcast Tomorrow at 8:30 a.m. ET •Investigational New Drug (IND) Applications Cleared for Novel Gene Therapies for Geographic Atrophy Secondary to AMD and

Exhibit 99.1 Ocugen Provides Business Update with Second Quarter 2023 Financial Results Conference Call and Webcast Tomorrow at 8:30 a.m. ET •Investigational New Drug (IND) Applications Cleared for Novel Gene Therapies for Geographic Atrophy Secondary to AMD and for Stargardt Disease •OCU400 Clinical Study Results Update Expected This Quarter MALVERN, Pa., August 21, 2023 (GLOBE NEWSWIRE) — Ocugen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 14, 2023 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 001-36751 CUSIP NUMBER: 67577C105 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

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 23, 2023 OCUGEN, INC. (Exact

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 23, 2023 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 5, 2023 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 5, 2023 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)

BIO Corporate Presentation Quan Vu, CFO/CBO BIO International 2023 2 2BIO Corporate Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 19

ocgn-20230605xex991 BIO Corporate Presentation Quan Vu, CFO/CBO BIO International 2023 2 2BIO Corporate Presentation Forward Looking Statements This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

30,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-254550 PROSPECTUS SUPPLEMENT (To Prospectus dated April 21, 2023) 30,000,000 Shares of Common Stock We are offering 30,000,000 shares of our common stock, par value $0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on the Nasdaq Capital Market under the symbol “OCGN.” On May 22,

Underwriting Agreement, dated May 24, 2023, by and between Ocugen, Inc. and Cantor Fitzgerald & Co.

Exhibit 1.1 OCUGEN, INC. 30,000,000 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement May 24, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Ocugen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 shares of its commo

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, 2023 OCUGEN, INC. (Exact N

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, 2023 OCUGEN, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

SUBJECT TO COMPLETION, DATED MAY 23, 2023

Filed pursuant to Rule 424(b)(5) Registration No. 333-254550 The information contained in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: ¨ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Executive Employment Agreement, dated as of January 13, 2023, by and between the Registrant and Quan Vu

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 13, 2023 (the “Effective Date”) by and between Ocugen, Inc., a Delaware corporation (the “Company”), and Quan Vu, an individual (“Employee”). The Company wishes to employ Employee, and Employee wishes to be employed by the Company with an employment starting date of February 1,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 5, 2023 OCUGEN, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 5, 2023 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)

Q1 2023 Business Update May 5, 2023 NASDAQ:OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. We may, in some cases, u

ocgn-20230505xex992 Q1 2023 Business Update May 5, 2023 NASDAQ:OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

Courageous Innovation May 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions

ocgn-20230505xex991 Courageous Innovation May 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Ocugen Provides Business Update with First Quarter 2023 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Announced Positive Preliminary Safety and Efficacy Results from the Phase 1/2 Trial of OCU400 for the Treatment of Retinitis

Exhibit 99.1 Ocugen Provides Business Update with First Quarter 2023 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Announced Positive Preliminary Safety and Efficacy Results from the Phase 1/2 Trial of OCU400 for the Treatment of Retinitis Pigmentosa (RP) and Leber Congenital Amaurosis (LCA) •Received Orphan Drug Designation (ODD) from the FDA for OCU410ST for the Treatment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact name

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 1, 2023 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 13, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Ocular Modifier Gene T herapy Program Update A PHASE 1/2 STUDY TO ASSESS THE SAFETY AND EFFICACY OF OCU400 (MODIFIER GENE THERAPY) FOR RETINITIS PIGMENTOSA ASSOCIATED WITH NR2E3 AND RHO MUTATIONS AND LEBER CONGENITAL AMAUROSIS WITH MUTATION(S) IN CEP

Exhibit 99.2 Ocular Modifier Gene T herapy Program Update A PHASE 1/2 STUDY TO ASSESS THE SAFETY AND EFFICACY OF OCU400 (MODIFIER GENE THERAPY) FOR RETINITIS PIGMENTOSA ASSOCIATED WITH NR2E3 AND RHO MUTATIONS AND LEBER CONGENITAL AMAUROSIS WITH MUTATION(S) IN CEP290 GENE 2 Forward Looking Statements This presentation contains forward - looking statements within the meaning of The Private Securitie

Ocugen Announces Positive Preliminary Safety and Efficacy Results from the Phase 1/2 Trial of OCU400, a Modifier Gene Therapy Product Candidate, for the Treatment of Retinitis Pigmentosa and Leber Congenital Amaurosis

Exhibit 99.1 Ocugen Announces Positive Preliminary Safety and Efficacy Results from the Phase 1/2 Trial of OCU400, a Modifier Gene Therapy Product Candidate, for the Treatment of Retinitis Pigmentosa and Leber Congenital Amaurosis · Favorable safety and tolerability profile related to OCU400 investigational product candidate · Initial clinical data from low and medium dose cohorts indicates positi

Courageous Innovation March 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumption

ocgn-20230313xex991 Courageous Innovation March 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 13, 2023 OCUGEN, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 13, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 7, 2023 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 7, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 3, 2023 OCUGEN, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 3, 2023 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

As filed with the Securities and Exchange Commission on February 28, 2023

As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

As filed with the United States Securities and Exchange Commission on February 28, 2023

As filed with the United States Securities and Exchange Commission on February 28, 2023 Registration No.

Form of Non-Qualified Stock Option Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as exhibit 10.6 to the Registrant’s Annual Report on Form 10-K as filed on February 28, 2023, and incorporated herein by reference).

Exhibit 10.6 OCUGEN, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of (the “Grant Date”), by and between Ocugen, Inc., a Delaware corporation (the “Company”), and , an individual (the “Optionee”). W I T N E S S E T H: WHEREAS, pursuant to the Ocugen, Inc. 2019 Equity Incentive Plan (the “Plan”), the Company desires to

Ocugen Provides Business Update with Fourth Quarter and Full Year 2022 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Completed retinitis pigmentosa patient enrollment in OCU400 Phase 1/2 clinical trial •Continued progress for p

Exhibit 99.1 Ocugen Provides Business Update with Fourth Quarter and Full Year 2022 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Completed retinitis pigmentosa patient enrollment in OCU400 Phase 1/2 clinical trial •Continued progress for programs targeting eye diseases with the submission of an IND application for OCU200 •Expanded portfolio now includes inhaled vaccines for

List of Subsidiaries

Exhibit 21.1 Ocugen, Inc. List of Subsidiaries Name of Wholly-Owned Subsidiary Jurisdiction of Organization Ocugen Limited Ireland Ocugen OpCo, Inc. Delaware Histogenics Securities Corporation Massachusetts Vaccigen Ltd. Canada

First Amendment to Amended and Restated Executive Employment Agreement, dated as of August 26, 2022, by and between the Registrant and Arun Upadhyay

Exhibit 10.31 AMENDMENT #1 TO AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT #1 (this “Amendment”) is made by and between Ocugen, Inc. (the “Company”) and Arun Upadhyay, Ph.D. (“Employee”) on August 26, 2022. WHEREAS, the Company and Employee are parties to an Amended & Restated Executive Employment Agreement dated December 16, 2021 (the “Employment Agreement”); WHEREAS, Section

Second Amendment to the Co-Development and Commercialization Agreement, dated November 21, 2022, by and between the Registrant and CanSino Biologics, Inc.

Exhibit 10.21 2nd Amendment to the CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This 2nd Amendment to the Co-Development and Commercialization Agreement (the “Second Amendment”) is made by and between Ocugen, Inc., now with an address at 11 Great Valley Parkway, Malvern, PA 19355 (“Ocugen”), and CanSino Biologics Inc., whose registered office address is at 185 South Ave, TEDA West District, Tian

Amended and Restated Executive Employment Agreement, dated as of December 16, 2021, by and between the Registrant and Arun Upadhyay

Exhibit 10.30 AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 16, 2021 (the “Effective Date”) by and between Ocugen, Inc., a Delaware corporation (the “Company”), and Arun Upadhyay, Ph.D., an individual (“Employee”). The Company and Employee are parties to an Executive Employment Agreement entered in

Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as exhibit 10.7 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2023, and incorporated herein by reference).

Exhibit 10.7 OCUGEN, INC. 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT Ocugen, Inc (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36751 OCUGEN, INC. (Exact name of reg

As filed with the United States Securities and Exchange Commission on February 28, 2023

As filed with the United States Securities and Exchange Commission on February 28, 2023 Registration No.

As filed with the Securities and Exchange Commission on February 28, 2023

As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

Q4 & Full Year 2022 Business Update February 28, 2023 NASDAQ:OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. We may

ocgn-20230228xex992 Q4 & Full Year 2022 Business Update February 28, 2023 NASDAQ:OCGN 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.01 per share 457(h) 165,187 (2) $ 2.87 (3) $

Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3

Form of Non-Qualified Stock Option Agreement for Inducement Non-Qualified Stock Option Awards

Exhibit 10.9 OCUGEN, INC. NON-QUALIFIED STOCK OPTION INDUCEMENT AWARD AGREEMENT THIS NON-QUALIFIED STOCK OPTION INDUCEMENT AWARD AGREEMENT (“Agreement”) is made and entered into as of (the “Grant Date”), by and between Ocugen, Inc., a Delaware corporation (the “Company”), and , an individual (the “Optionee”). W I T N E S S E T H: WHEREAS, to induce Optionee to commence employment with the Company,

Form of Incentive Stock Option Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as exhibit 10.5 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2023, and incorporated herein by reference).

Exhibit 10.5 OCUGEN, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), by and between Ocugen, Inc., a Delaware corporation (the “Company”), and , an individual (the “Optionee”). W I T N E S S E T H: WHEREAS, pursuant to the Ocugen, Inc. 2019 Equity Incentive Plan (the “Plan”), the Company des

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Inducement Restricted Stock Unit Awards

Exhibit 10.10 OCUGEN, INC. RESTRICTED STOCK UNIT GRANT NOTICE Ocugen, Inc (the “Company”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). This is an inducement grant, as described in NASDAQ Listing Rule 5635(c)(4). Accordingly, the Restricted Stock Units have been granted outside of the C

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ocugen, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share, reserved for issuance pursuant

First Amendment to the Exclusive License Agreement by and between the Registrant and The Washington University, dated as of January 31, 2023

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 28, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Nu

OCGN / Ocugen Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Ocugen Inc. Title of Class of Securities: Common Stock CUSIP Number: 67577C105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 6, 2023 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 6, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Num

Courageous Innovation February 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumpt

ocgn-20230206xex991 Courageous Innovation February 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Courageous Innovation January 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumpti

ocgn-20230109xex991 Courageous Innovation January 2023 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 9, 2023 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 9, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 9, 2023 OCUGEN, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 9, 2023 OCUGEN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36751 04-3522315 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Ocugen Announces Positive Top-Line Data for COVID-19 Vaccine Candidate COVAXIN™ (BBV152) in Phase 2/3 Immuno-bridging and Broadening Study: Both Co-primary Endpoints Met

Exhibit 99.1 Ocugen Announces Positive Top-Line Data for COVID-19 Vaccine Candidate COVAXIN™ (BBV152) in Phase 2/3 Immuno-bridging and Broadening Study: Both Co-primary Endpoints Met •Study met both co-primary endpoints with robust immune responses •COVAXIN™ was found to be well-tolerated in vaccine-naïve individuals and in individuals previously vaccinated with mRNA vaccines in the United States

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 15, 2022 OCUGEN, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 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 Nu

Ocugen Announces OCU400 Receives Orphan Drug Designations for Retinitis Pigmentosa and Leber Congenital Amaurosis U.S. Food & Drug Administration (FDA) acknowledges the potential of OCU400 to treat rare inherited retinal diseases

Exhibit 99.1 Ocugen Announces OCU400 Receives Orphan Drug Designations for Retinitis Pigmentosa and Leber Congenital Amaurosis U.S. Food & Drug Administration (FDA) acknowledges the potential of OCU400 to treat rare inherited retinal diseases Malvern, Pa, December 15, 2022 (GLOBE NEWSWIRE) – Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, develo

Ocugen Announces Phase 3 Confirmatory Clinical Trial Agreement for NeoCart® Important next step for Ocugen’s regenerative cell therapy in orthopedics since announcing pipeline expansion in May 2022

Exhibit 99.2 Ocugen Announces Phase 3 Confirmatory Clinical Trial Agreement for NeoCart® Important next step for Ocugen’s regenerative cell therapy in orthopedics since announcing pipeline expansion in May 2022 Malvern, Pa, December 16, 2022 (GLOBE NEWSWIRE) – Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36751 OCUGEN, INC. (Exact n

Courageous Innovation November 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumpt

ocgn-20221108xex991 Courageous Innovation November 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Ocugen Provides Business Update & Third Quarter 2022 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Initiated dosing in the third and final cohort of U.S. Phase 1/2 OCU400 gene therapy clinical trial •Expanded product pipeline w

Exhibit 99.1 Ocugen Provides Business Update & Third Quarter 2022 Financial Results Conference Call and Webcast Today at 8:30 a.m. ET •Initiated dosing in the third and final cohort of U.S. Phase 1/2 OCU400 gene therapy clinical trial •Expanded product pipeline with OCU500—Ocugen’s mucosal COVID-19 vaccine and OCU410ST for Stargardt disease •Completed enrollment of U.S. Phase 2/3 COVAXIN™ (BBV152)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2022 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 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 Num

Q3 2022 Business Update November 8, 2022 NASDAQ:OCGN Forward-Looking Statements This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assum

ocgn-20221108xex992 Q3 2022 Business Update November 8, 2022 NASDAQ:OCGN Forward-Looking Statements This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Exclusive License Agreement by and between the Registrant and The Washington University, dated as of September 23, 2022 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on November 8, 2022, and incorporated herein by reference)

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 2022 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 8, 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 Num

Poster Presentation (OCU400)

• NeoCart: bio-engineering breakthroughs enhance the autologous cartilage repair • Accelerated healing and reduced pain using patient’s own cells in a 3D scaffold • Patients receive functional cartilage at the time of treatment Current treatment opti

ocgn-20221101xex998 • NeoCart: bio-engineering breakthroughs enhance the autologous cartilage repair • Accelerated healing and reduced pain using patient’s own cells in a 3D scaffold • Patients receive functional cartilage at the time of treatment Current treatment options are sub- optimal with variable outcomes due to variable cellular response Patients and physicians seeking alternatives that offer a more rapid and durable recovery Cartilage Injury Focal Chondral Defect NeoCart®: The Cutting-Edge Treatment for Knee Articular Cartilage Defects.

Recombinant Adenoviral-Vectored Mucosal Vaccine against SARS-CoV-2 Ocugen Inc. Malvern, PA, United States Emerging Variants of Concern challenge all approved vaccines ❖ All licensed COVID-19 vaccines are designed for intramuscular (IM) immunization ❖

ocgn-20221101xex994 Recombinant Adenoviral-Vectored Mucosal Vaccine against SARS-CoV-2 Ocugen Inc.

Poster Presentation (OCU410)

ocgn-20221101xex996

Modifier Gene Therapy Technology For Retinal Diseases Arun Upadhyay, PhD CSO 2Modifier Gene Therapy and OCU400 Forward Looking Statement This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Ref

ocgn-20221101xex992 Modifier Gene Therapy Technology For Retinal Diseases Arun Upadhyay, PhD CSO 2Modifier Gene Therapy and OCU400 Forward Looking Statement This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Long-Term Outlook Shankar Musunuri, PhD, MBA Chairman of the Board, CEO & Co-founder R&D Day November 1, 2022 Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation R

ocgn-20221101xex991 Long-Term Outlook Shankar Musunuri, PhD, MBA Chairman of the Board, CEO & Co-founder R&D Day November 1, 2022 Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Ocugen Clinical Studies Immuno-bridging and Broadening Study (OCU002) Safety Study (OCU003) Interim Analysis NCT: 05258669 → A Phase 2/3, Immuno-bridging, and Broadening Study of a Whole, Inactivated SARS-CoV-2 Vaccine (BBV152) in Healthy Adults 18 t

ocgn-20221101xex993 Ocugen Clinical Studies Immuno-bridging and Broadening Study (OCU002) Safety Study (OCU003) Interim Analysis NCT: 05258669 → A Phase 2/3, Immuno-bridging, and Broadening Study of a Whole, Inactivated SARS-CoV-2 Vaccine (BBV152) in Healthy Adults 18 to 65 years of age with no prior history of COVID-19 Interim Blinded Safety Summary: No incidence of myocarditis, pericarditis, thrombocytopenia & Guillain Barre syndrome COVAXIN a safe and effective whole virus vaccine against SARS-CoV-2 Ocugen Inc.

Poster Presentation (OCU200)

ocgn-20221101xex997

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 1, 2022 OCUGEN, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 1, 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 Num

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 23, 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 N

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 14, 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 N

OCUGEN ANNOUNCES PUBLICATION OF A COMPREHENSIVE REVIEW OF BBV152 IN FRONTIERS IN IMMUNOLOGY •Data include the persistence of immune responses and protection against variants of concern, especially Delta and Omicron •Ocugen has North American commerci

Exhibit 99.1 OCUGEN ANNOUNCES PUBLICATION OF A COMPREHENSIVE REVIEW OF BBV152 IN FRONTIERS IN IMMUNOLOGY ?Data include the persistence of immune responses and protection against variants of concern, especially Delta and Omicron ?Ocugen has North American commercialization rights for BBV152, commercialized as COVAXIN? Malvern, Pa, September 14, 2022 (GLOBE NEWSWIRE) ? Ocugen, Inc. (Ocugen or the Co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 26, 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 Numb

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptio

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 17, 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 Numb

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptio

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 16, 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 Numb

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptio

Courageous Innovation August 2022 NASDAQ: OCGN Forward Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of Ocugen, Inc.

CourageousInnovation Q2 2022 Update August2022 NASDAQ:OCGN Cautionary Note on Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are sub

CourageousInnovation Q2 2022 Update August2022 NASDAQ:OCGN Cautionary Note on Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2022 OCUGEN, INC.