8-K

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 Name of Registrant as Specified in its Charter)

Delaware	001-36751	04-3522315
(State<br> or Other Jurisdiction of<br><br> <br>Incorporation)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)

11

Great Valley Parkway

Malvern**,Pennsylvania**

19355

(484

)

328-4701

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.01 par value per share	OCGN	The<br> Nasdaq Stock Market LLC<br><br> <br>(The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07	Submission of Matters to a Vote of Security Holders.

On June 5, 2025, Ocugen, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at 8:00 a.m. ET. At the Annual Meeting, a total of 105,287,033 shares of the Common Stock were represented virtually or by proxy.

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on June 5, 2025:

(a) Proposal 1 - Election of Two Class IIDirectors and One Class III Director. The stockholders elected Uday B. Kompella, Ph.D. and Blaise Coleman to the Board of Directors to serve as a director until the 2028 Annual Meeting of Stockholders and until their respective successor, if any, is elected or appointed, or upon their earlier death, resignation, retirement, disqualification, or removal, as well as Satish Chandran, Ph.D. to the Board of Directors to serve as a director until the 2026 Annual Meeting of Stockholders and until his successor, if any, is elected or appointed, or upon his earlier death, resignation, retirement, disqualification, or removal, as follows:

Name	For	Withheld	Broker Non-Votes
Uday B. Kompella, Ph.D.	30,446,126	10,433,640	64,407,267
Blaise Coleman	39,187,023	1,692,743	64,407,267
Satish Chandran, Ph.D.	39,040,889	1,838,877	64,407,267

(b) Proposal 2 - Ratification of IndependentRegistered Public Accountant. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
101,459,299	3,030,767	796,967	-

(c) Proposal 3 - Approval, on an advisorybasis, of the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
31,296,206	6,759,801	2,832,759	64,407,267
Item 8.01	Other Events.
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On June 5, 2025, the Company issued a press release announcing they signed a binding term sheet for the license of OCU400 modifier gene therapy for retinitis pigmentosa in Korea. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

The following exhibits are being filed herewith:

(d) Exhibits

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Exhibit No.	Document
99.1	Press Release of the Company, dated June 5, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2025

OCUGEN, INC.
By:	/s/ Shankar Musunuri
	Name: Shankar Musunuri
	Title: Chairman, Chief Executive Officer, & Co-Founder

Exhibit 99.1

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

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·	Upfront fees and near-term development milestone payments totaling upto $11 million
·	Sales milestones of $150 million or more in first 10 years of commercialization
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·	Royalties equaling 25% of net sales
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·	Ocugen to manufacture and supply OCU400
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MALVERN, Pa, June 5, 2025 (GLOBE NEWSWIRE) – Ocugen, Inc. (“Ocugen” or the “Company”) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today announced the signing of a binding term sheet to negotiate and enter into a licensing agreement with a well-established leader in the pharmaceutical and healthcare sector in Korea, for exclusive Korean rights to OCU400—Ocugen’s novel modifier gene therapy for retinitis pigmentosa (RP).

Pursuant to the term sheet, under the license agreement Ocugen will receive upfront license fees and near-term development milestones equaling up to $11 million. The Company will be entitled to sales milestones of $1 million for every $15 million of net sales in Korea in addition to a royalty of 25% on net sales of OCU400 generated by Ocugen’s partner. Additionally, Ocugen will manufacture commercial supply of OCU400 under terms of a supply agreement.

There are an estimated 15,000 individuals in the Republic of Korea with RP. OCU400 provides the opportunity for our partner to help thousands of patients and become a leader in gene therapy in Korea.

“This regional licensing agreement is aligned with our business development strategy to partner with well-established companies in their respective countries and regions—leveraging their networks and know-how to treat as many RP patients as possible,” said Dr. Shankar Musunuri, Chairman, CEO, and Co-founder of Ocugen. “A regional approach preserves Ocugen’s rights to larger geographies to maximize total patient reach while also generating return for our shareholders.”

Additional details will be available once the definitive agreement between the parties is executed, which is expected to occur within the next 60 days.

Ocugen is currently advancing OCU400 through Phase 3 clinical development with a target Biologics License Application filing of mid-2026.

About Ocugen, Inc.

Ocugen, Inc. is a biotechnology company focused on discovering, developing, and commercializing novel gene therapies to address major blindness diseases and offer hope for patients across the globe. We are making an impact on patient’s lives through courageous innovation—forging new scientific paths that harness our unique intellectual and human capital. Our breakthrough modifier gene therapy platform has the potential to address significant unmet medical need for large patient populations through our gene-agnostic approach. Discover more at www.ocugen.com and follow us on X and LinkedIn.

CautionaryNote on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The PrivateSecurities Litigation Reform Act of 1995, including, but not limited to, statements regarding the terms of the definitive license andtiming of a definitive agreement or if a definitive agreement will be executed at all or the anticipated benefits to Ocugen of the definitivelicense agreement, qualitative assessments of available data, potential benefits, expectations for ongoing clinical trials, anticipatedregulatory filings and anticipated development timelines, which are subject to risks and uncertainties. We may, in some cases, use termssuch as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,”“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”“might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes toidentify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that maycause actual events or results to differ materially from our current expectations, including, but not limited to, the risks that a definitiveagreement for the license will be delayed or not executed at all, or that, if executed, it will not be on terms described above, therisk that contemplated license agreement, if executed, will not lead to the current anticipated benefits to Ocugen, the risks that preliminary,interim and top-line clinical trial results may not be indicative of, and may differ from, final clinical data; the ability of OCU400to perform in humans in a manner consistent with nonclinical or preclinical study data; that unfavorable new clinical trial data mayemerge in ongoing clinical trials or through further analyses of existing clinical trial data; that earlier non-clinical and clinicaldata and testing of may not be predictive of the results or success of later clinical trials; and that that clinical trial data are subjectto differing interpretations and assessments, including by regulatory authorities. These and other risks and uncertainties are more fullydescribed in our periodic filings with the Securities and Exchange Commission (SEC), including the risk factors described in the sectionentitled “Risk Factors” in the quarterly and annual reports that we file with the SEC. Any forward-looking statements thatwe make in this press release speak only as of the date of this press release. Except as required by law, we assume no obligation toupdate forward-looking statements contained in this press release whether as a result of new information, future events, or otherwise,after the date of this press release.

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Contact:

Tiffany Hamilton

AVP, Head of Communications

Tiffany.Hamilton@ocugen.com