Ocugen, Inc.

8-K · tm2617722d1_8k.htm iXBRL

0001372299

 2026-06-11
 2026-06-11

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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 11, 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, 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)

  
  

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

  
  

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

  

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

  

 Title of each class
  
 Trading

Symbol(s)
  
 Name of each exchange

on which registered

 Common Stock, $0.01 par value per share
  
 OCGN
  

 The Nasdaq Stock Market LLC

 (The Nasdaq Capital Market)

  

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

  

 Emerging growth company ¨

  

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

  

  

  

  

  

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

  

 On June 11, 2026, Ocugen, Inc. (the “Company”)
held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at 8:00 a.m. ET. At the Annual Meeting, a total
of 139,628,075 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 11, 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:

  

 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

  

 (b) Proposal 2 - Ratification
of Independent Registered Public Accountant . The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the 2026 fiscal year, as follows:

  

 Votes For
  
 Votes Against
  
 Abstentions
  
 Broker Non-Votes

 136,784,245
  
 1,002,550
  
 1,841,280
  
 -

  

 (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