UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

___________________________________________________________

FORM 8-K

___________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15 (d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 2426, 2026

___________________________________________________________

OCUGEN, INC.

(Exact Name of Registrant as Specified in its Charter)

___________________________________________________________

Delaware

001-36751

04-3522315

(State or Other Jurisdiction of
Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

(~~Addresses~~Address, including zip code, and telephone ~~numbers~~number, including area code, of principal executive ~~offices~~office)

N/A

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

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

OCGN

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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

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

Emerging growth company ¨ ☐

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

IfItem an7.01 Regulation ~~emerging~~FD 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 ActDisclosure. ¨

~~Item~~Attached 7as Exhibit 99.011 ~~Regulation~~hereto FDand ~~Disclosure~~incorporated herein by reference is a presentation that Ocugen, Inc. (the “Company”) will post on its website at www.ocugen.com and may use from time to time in presentations or discussions with investors, analysts, or other parties.

OnThe ~~March 24~~information contained in Item 7.01 of this Form 8-K, ~~2026~~including Exhibit 99.1, ~~Ocugen~~attached hereto, ~~Inc.~~ is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “~~Company~~Exchange Act”), ~~issued~~or aotherwise ~~press~~subject ~~release~~to ~~announcing~~the ~~topline~~liabilities ~~12-month~~of ~~data~~that ~~from~~section ~~Phase~~or Sections 11 and 12(a)(2) ~~ArMaDa~~of ~~clinical~~the ~~trial~~Securities ~~evaluating~~Act ~~OCU410~~of ~~modifier~~1933, ~~gene~~as ~~therapy~~amended ~~for~~(the ~~geographic~~“Securities ~~atrophy~~Act”), ~~secondary~~nor toshall ~~dry age-related~~it ~~macular~~be ~~degeneration~~deemed incorporated by reference in any filing with the U.S. ASecurities ~~copy~~and ofExchange Commission, whether made by the ~~press~~Company ~~release~~before isor ~~filed~~after asthe ~~Exhibit 99.1~~date ~~to this~~hereof, ~~Current~~regardless ~~Report~~of onany ~~Form 8-K~~general ~~(“Form 8-K”)~~incorporation ~~and~~language isin ~~incorporated~~such ~~herein~~filing, under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The ~~Company~~presentation ~~has scheduled~~attached ahereto ~~conference~~as ~~call~~Exhibit ~~and webcast for 8:00 a~~99.~~m.,~~1 ~~EDT,~~includes on“safe ~~March~~harbor” ~~24,~~language ~~2026,~~pursuant to ~~discuss~~ the ~~full~~Private ~~data~~Securities ~~set~~Litigation ~~from~~Reform ~~the~~Act ~~Phase~~of ~~2 ArMaDa clinical trial evaluating OCU410 for geographic atrophy~~1995, ~~late-stage dry age-related macular degeneration. Attached~~ as ~~Exhibits 99.2~~amended, ~~and~~indicating ~~99.3~~that ~~hereto~~certain ~~and~~statements ~~incorporated~~contained ~~herein~~therein ~~by reference~~ are ~~presentation materials~~“forward-looking” ~~that~~rather ~~the~~than ~~Company will (i) use in connection with its conference call and webcast (see Exhibit 99~~historical.~~2) and (ii) post on its website at www.ocugen.com on March 24, 2026 and may use from time to time in presentations or discussions with investors, analysts, or other parties (see Exhibit 99.3).~~

~~The information contained in~~ Item 79.01 Financial ofStatements ~~this~~and ~~Form 8-K, including~~ Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor shall it be deemed incorporated by reference in any filing with the U.S. Securities and Exchange Commission, whether made by the Company before or after the date hereof, regardless of any general incorporation language in such filing, under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The ~~press~~following ~~release~~exhibits and the presentations attached hereto as Exhibits 99.1, 99.2 and 99.3 include “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained therein are ~~“forward-looking” rather~~being ~~than~~furnished ~~historical.~~herewith:

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits


Exhibit No.						Document
99.1						Ocugen, Inc. Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Document
99.1		Press Release, dated March 24, 2026.
99.2		Webcast Presentation, dated March 24, 2026.
99.3		Corporate Presentation, dated March 24, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~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: March 24 26, 2026


			OCUGEN, INC.

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

Filing Compare · Ocugen, Inc.