UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~May~~June 2911, 2026

OCUGEN, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-36751	04-3522315
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

11 Great Valley Parkway Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

~~Registrant’s~~(Addresses, including zip code, and telephone ~~number~~ numbers, including area code: , of principal executive offices)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed since~~Changed ~~last~~Since ~~report.~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

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

Emerging growth company ¨

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

Item 5.~~02.~~07 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~Effective~~On ~~May 29~~June 11, 2026, ~~Ramesh Ramachandran~~Ocugen, ~~CPA,~~Inc. ~~MBA,~~(the ~~CMA, resigned~~“Company”) asheld ~~the~~its ~~Chief~~2026 ~~Accounting~~Annual ~~Officer~~Meeting of ~~Ocugen, Inc.~~Stockholders (the “~~Company~~Annual Meeting”). ~~Following~~virtually ~~the~~at ~~resignation~~8:00 ofa.m. MrET. ~~Ramachandran, who~~ ~~was~~At ~~designated as~~ the ~~Company's~~Annual ~~principal~~Meeting, ~~accounting~~a ~~officer~~total of ~~prior to his resignation~~139, ~~on June 3~~628,075 ~~2026,~~shares ~~Rita~~of ~~Johnson-Greene, MBA,~~ the ~~Company’s~~Common ~~Chief~~Stock ~~Financial~~were ~~Officer,~~represented ~~was~~virtually ~~appointed~~or asby ~~the Company’s principal accounting officer~~proxy.

~~Descriptions~~The offollowing ~~the~~is ~~material~~a ~~terms~~brief description of ~~Ms. Johnson-Greene’s~~ ~~employment agreement and Ms. Johnson-Greene’s biographical information were previously included in~~ the ~~Company’s Current Report on Form 8-K filed on February 9, 2026, which descriptions are incorporated herein~~final byvoting ~~reference.~~results ~~There~~for ~~are~~each noof ~~arrangements~~the orproposals ~~understandings~~submitted ~~between Ms. Johnson-Greene and any other persons pursuant~~ to ~~which~~a ~~Ms. Johnson-Greene was~~vote ~~appointed as principal accounting officer~~ of the ~~Company.~~stockholders Inat ~~addition,~~the ~~there~~Annual ~~are~~Meeting noon ~~family~~June ~~relationships between Ms. Johnson-Greene and any director or executive officer of the Company~~11, ~~and there are no transactions involving Ms. Johnson-Greene requiring disclosure under Item 404(a) of Regulation S-K.~~2026:

(a) Proposal 1 - Election of Two Class III Directors. The stockholders elected Kirsten Castillo, MBA, and Satish Chandran, Ph.D. to the Board of Directors of the Company (the “Board”) to serve as a director until the 2029 Annual Meeting of Stockholders and until their respective successor, if any, is elected and qualified, or until their earlier death, resignation, retirement, disqualification, or other removal, as follows:

SIGNATURE

Name	For	Withheld	Broker Non-Votes
Kirsten Castillo, MBA	56,242,944	8,476,217	74,908,914
Satish Chandran, Ph.D.	62,604,983	2,114,178	74,908,914

~~Pursuant~~(b) toProposal ~~the~~2 ~~requirements~~- Ratification of ~~the~~Independent ~~Securities Exchange~~Registered ~~Act~~Public ofAccountant. ~~1934,~~The ~~the~~ratification ~~registrant~~of ~~has~~the ~~duly~~appointment ~~caused~~of ~~this~~PricewaterhouseCoopers ~~report~~LLP toas bethe ~~signed~~Company’s independent onregistered ~~its~~public ~~behalf~~accounting byfirm for the ~~undersigned~~2026 ~~hereunto~~fiscal ~~duly~~year, ~~authorized.~~as follows:

		OCUGEN, INC.
Votes For		Votes Against		Abstentions	Broker Non-Votes
Date: June 3, 2026	By:	/s/ Shankar Musunuri
136,784,245		1,002,550		1,841,280	-
		Name:	Shankar Musunuri
		Title:	Chairman, Chief Executive Officer, & Co-Founder

2 (c) Proposal 3 - Approval, on an advisory basis, 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
49,968,948		13,245,090		1,505,123		74,908,914

(d) Proposal 4 - Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, a preferred frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers, as follows:

Votes For 1 Year		Votes For 2 Years		Votes For 3 Years		Abstentions		Broker Non-Votes
57,545,540		1,584,772		3,520,522		2,068,327		74,908,914

Based on the results of the vote, the Board has determined to hold an advisory vote on the compensation of the named executive officers of the Company every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.

Item 8.01

Other Events.

As previously reported, effective May 8, 2026, the Company appointed Mohamed Genead, M.D., M.Sc., as Acting/Interim Chief Medical Officer. The Company appointed Dr. Genead as Chief Medical Officer effective as of June 11, 2026.

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 11, 2026

	OCUGEN, INC.

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

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