Filed pursuant to Rule 424(b)(7)
Registration No. 333-254550
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Number of
Shares to be
Registered
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Proposed Maximum Offering Price Per Share(1)
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Proposed
Maximum
Aggregate Offering
Price(1)
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Amount of Registration
Fee(2)
|
|
Common Stock, $0.01 par value
per share
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169,518
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$6.80
|
$1,152,722
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$125.76
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|
|
(1)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low reported sale prices of the common stock on The Nasdaq Capital Market on July 30, 2021.
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(2)
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Represents deferred payment of the registration fees under Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, in connection with the registrant’s Registration Statement on Form S-3 (Registration No. 333-254550) being paid herewith.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 22, 2021)
169,518 Shares of Common Stock issuable upon
exercise of Common Stock Purchase Warrants
This
prospectus supplement relates to the resale of up to 169,518 shares of our common stock,
$0.01 par value per share, that may be issued upon the exercise of common stock purchase warrants, or the warrants, held by the selling
stockholder named in this prospectus supplement, or the selling stockholder. The selling stockholder acquired the warrants from us in
a private placement that closed on July 15, 2021.
The prices at which the selling stockholder may
dispose of its shares will be determined by the selling stockholder or its transferees. We will not receive proceeds from any sale of
shares of common stock by the selling stockholder. The selling stockholder from time to time may offer and sell the shares held directly
to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or
concessions. For further information regarding the possible methods by which the shares of common stock may be distributed, see “Plan
of Distribution.”
Our common stock is listed on the Nasdaq Capital
Market under the symbol “OCGN.” On August 5, 2021, the last reported sale price of our common stock on the Nasdaq Capital
Market was $7.49 per share.
Investing in our common stock involves risks.
Before making an investment decision, you should carefully consider all of the information set forth in this prospectus supplement and
the accompanying prospectus, as well as the documents incorporated by reference herein. See “Risk Factors” on page S-7
of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August
6, 2021
TABLE OF CONTENTS
Prospectus Supplement
Accompanying Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus relate to an offering of our common stock by the selling stockholder named herein. Before buying any of the common stock that
the selling stockholder is offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together
with the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference” in this prospectus supplement. These documents contain important information that you should
consider when making your investment decision.
This document is in two parts. The first part is
this prospectus supplement, which describes the terms of this offering of common stock by the selling stockholder and also adds to, updates
and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying
prospectus, which provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus,
we are referring to both parts of this document combined, together with the documents incorporated by reference herein or therein. To
the extent the information contained in this prospectus supplement differs from or conflicts with the information contained in the accompanying
prospectus or any document incorporated by reference having an earlier date, the information in this prospectus supplement will control.
If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example,
a document incorporated by reference into this prospectus supplement and the accompanying prospectus—the statement in the document
having the later date modifies or supersedes the earlier statement.
Neither we nor the selling stockholder have authorized
any dealer, agent or other person to provide you with information different from that which is contained in
or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we may
authorize for use in connection with this offering. Neither we nor the selling stockholder take any responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you.
This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement
and the accompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation
of an offer in such jurisdiction. Persons into whose possession this prospectus supplement and the accompanying prospectus come are advised
to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement
and the accompanying prospectus.
You should assume that the information contained
in this prospectus supplement is accurate as of the date on the front cover of this prospectus supplement only and that any information
we have incorporated by reference or included in the accompanying prospectus is accurate only as of the date given in the document incorporated
by reference or as of the date of the prospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the
accompanying prospectus, any related free writing prospectus, or any sale of our common stock by the selling stockholder. Our business,
financial condition, results of operations and prospects may have changed since those dates.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus
supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus supplement and the accompanying
prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the
documents referred to herein have been or will be filed as exhibits to the registration statement of which this prospectus supplement
and the accompanying prospectus are a part of or as exhibits to documents incorporated by reference herein, and you may obtain copies
of those documents as described below under the headings “Where You Can Find More Information” and “Incorporation of
Certain Information by Reference.”
This prospectus supplement and the
accompanying prospectus incorporate by reference market data and industry statistics and forecasts that are based on independent
industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee
the accuracy or completeness of this information and we have not independently verified this information. In addition, the market
and industry data and forecasts that may be included or incorporated by reference in this prospectus supplement or the accompanying
prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” contained in this prospectus supplement and the accompanying
prospectus and under similar headings in other documents that are incorporated by reference herein and therein. Accordingly,
investors should not place undue reliance on this information.
Solely for convenience, tradenames and trademarks
referred to in this prospectus supplement appear without the ® or ™ symbols, but those references are not intended
to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner
will not assert its rights, to these tradenames or trademarks, as applicable. All tradenames, trademarks and service marks included or
incorporated by reference in this prospectus supplement are the property of their respective owners.
Unless the context otherwise requires, references
in this prospectus supplement to “Ocugen,” the “Company,” “we,” “our” or “us”
refer to Ocugen, Inc. (formerly known as Histogenics Corporation) and its subsidiaries, references to “Ocugen” refer
to the Company following the completion of the Merger (defined below) and references to “OpCo” refer to Ocugen OpCo, Inc.,
the Company’s wholly owned subsidiary following the Merger. See “Prospectus Supplement Summary—Company Information.”
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information
about us and this offering by the selling stockholder and selected information contained elsewhere in or incorporated by reference into
this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that
you should consider before deciding whether to invest in our common stock. For a more complete understanding of our company and this offering,
we encourage you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference into this prospectus supplement and the accompanying prospectus, and the information
included in any free writing prospectus that we authorize for use in connection with this offering, including the information contained
in and incorporated by reference under the heading “Risk Factors” on page S-7 of this prospectus supplement, and
under similar headings in the other documents that are filed after the date hereof and incorporated by reference into this prospectus
supplement and the accompanying prospectus.
About Ocugen, Inc.
We
are a biopharmaceutical company focused on developing gene therapies to cure blindness diseases and developing a vaccine to save lives
from COVID-19.
Our cutting-edge technology pipeline includes:
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COVID-19 Vaccine — COVAXIN is a whole-virion
inactivated COVID-19 vaccine candidate being developed to prevent COVID-19 caused by SARS-CoV-2 in humans. We are co-developing COVAXIN
with Bharat Biotech International Limited, or Bharat Biotech, for the U.S. and Canadian markets.
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Modifier Gene Therapy Platform — Based on nuclear hormone receptors, or NHRs, we believe our gene therapy platform has
the potential to address many retinal diseases, including retinitis pigmentosa, or RP, leber congenital amaurosis, or LCA, and dry age-related
macular degeneration, or dry AMD.
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Novel Biologic Therapy for Retinal Diseases — We are developing OCU200, a novel biologic product candidate, to treat
diabetic macular edema, or DME, diabetic retinopathy, or DR, and wet age-related macular degeneration, or wet AMD.
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COVID-19 Vaccine
In February 2021, we entered into a Co-Development,
Supply and Commercialization Agreement, or the Covaxin Agreement, with Bharat Biotech, pursuant to which we obtained an exclusive right
and license under certain of Bharat Biotech's intellectual property rights, with the right to grant sublicenses to develop, manufacture,
and commercialize COVAXIN for the prevention of COVID-19 in humans in the United States, its territories, and possessions.
The Covaxin Agreement was subsequently amended in June 2021 by which we and Bharat Biotech agreed to expand our rights to develop, manufacture,
and commercialize COVAXIN to include Canada in addition to the United States, its territories, and possessions, or the Ocugen Covaxin
Territory.
COVAXIN is a whole-virion inactivated COVID-19
vaccine candidate and is formulated with the inactivated SARS-CoV-2 virus, an antigen, and an adjuvant. COVAXIN requires a two-dose vaccination
regimen given 28 days apart and is stored in standard vaccine storage conditions (2-8°C). COVAXIN has been granted approval for emergency
use in India and over 45.0 million doses globally have been administered to date.
In July 2021, we announced that COVAXIN
demonstrated an overall vaccine efficacy against COVID-19 disease of 77.8%, with efficacy against severe COVID-19 disease of 93.4%,
and efficacy against asymptomatic COVID-19 disease of 63.6% in the Phase 3 clinical trial conducted by Bharat Biotech in India. The
aforementioned efficacy results represent point estimates of vaccine efficacy with a 95% confidence interval of 65.2% to 86.4%
against COVID-19 disease, 57.1% to 99.8% against severe COVID-19 disease, and 29.0% to 82.4% against asymptomatic COVID-19 disease.
The Phase 3 clinical trial enrolled 25,798 participants over the age of 18 in India, including 10.7% of participants over the age of
60 and 27.5% of participants with at least one pre-existing condition. Adverse events in the COVAXIN and control arms of the Phase 3
clinical trial were observed in 12.4% of subjects, with less than 0.5% of subjects experiencing serious adverse side effects. The
majority of the symptomatic cases identified in aggregate in the COVAXIN and control arms in the Phase 3 clinical trial were
COVID-19 variants, the majority of which were identified to be the Delta variant, B.1.617.2. Subjects vaccinated with COVAXIN in the
Phase 3 clinical trial showed protection against the emerging Delta variant, B.1.617.2, showing a vaccine efficacy of 65.2%, which
represents a point estimate of vaccine efficacy with a 95% confidence interval of 33.1% to 83.0%. Additionally, in in-vitro studies
conducted by the Indian Council of Medical Research — National Institute of Virology, COVAXIN demonstrated potential
effectiveness against the Zeta variant, B.1.1.28.2, which contains the E484K mutation found in New York, as well as potential
effectiveness against the Alpha variant, B.1.1.7, and the Beta variant, B.1.351.
We are currently evaluating the clinical and regulatory
pathway to market for COVAXIN in the United States. In June 2021, the Food and Drug Administration, or FDA, provided feedback to us regarding
the data and information contained in a "Master File" that was previously submitted to the FDA and recommended that we pursue
a Biologics License Application, or BLA, submission instead of an Emergency Use Authorization, or EUA, application for COVAXIN in the
United States. As part of the feedback provided by the FDA regarding the "Master File", the FDA also requested additional information
and data. We are currently in discussions with the FDA regarding the appropriate regulatory pathway for COVAXIN in the United States.
We are additionally in discussions with the FDA regarding the data requirements for COVAXIN under a BLA submission and anticipate that
data from an additional clinical trial will be required to support a BLA submission.
We are pursuing authorization for COVAXIN in Canada
and have had discussions with Health Canada regarding the regulatory pathway for COVAXIN under the Minister of Health’s Interim
Order Respecting the Importation, Sale and Advertising of Drugs for Use in Relation to COVID-19, or the Interim Order. In July 2021,
we announced that we had completed our rolling submission to Health Canada for COVAXIN. The rolling submission process, which permits
companies to submit safety and efficacy data and information as they become available, was recommended and accepted under the Interim
Order and transitioned to a New Drug Submission for COVID-19. The submission was conducted through our Canadian affiliate, Vaccigen, Ltd.
We are evaluating our commercialization strategy
for COVAXIN in the United States and Canada, if authorized or approved in either jurisdiction. In June 2021, we selected Jubilant
HollisterStier as our manufacturing partner for COVAXIN to prepare for the potential commercial manufacturing for the Ocugen Covaxin Territory.
We expect to enter into a master services agreement with Jubilant HollisterStier for the manufacture of COVAXIN and the technology transfer
process to Jubilant HollisterStier has been initiated.
Modifier Gene Therapy Platform
We are developing a breakthrough modifier gene
therapy platform to generate therapies designed to fulfill unmet medical needs in the area of retinal diseases, including inherited retinal
diseases, or IRDs, and dry AMD. Our modifier gene therapy platform is based on NHRs, which have the potential to restore homeostasis,
the basic biological processes in the retina. Unlike single-gene replacement therapies, which only target one genetic mutation, we believe
that our gene therapy platform, through its use of NHRs, represents a novel approach in that it may address multiple retinal diseases
with one product. IRDs such as RP, a group of rare genetic disorders that involve a breakdown and loss of cells in the retina and can
lead to visual impairment and blindness, affect over 2.0 million people worldwide. Over 150 gene mutations have been associated with RP
and this number represents only 60% of the RP population. The remaining 40% of RP patients cannot be genetically diagnosed, making it
difficult to develop individual treatments.
We believe that OCU400, our first product candidate
being developed with our modifier gene therapy platform, has the potential to be broadly effective in restoring retinal integrity and
function across a range of genetically diverse IRDs, including RP and LCA. For example, we believe OCU400 has the potential to eliminate
the need for developing more than 150 individual products and provide one treatment option for all RP patients. OCU400 has received four
Orphan Drug Designations from the FDA for the treatment of certain disease genotypes: nuclear receptor subfamily 2 group E member 3,
or NR2E3, centrosomal protein 290, or CEP290, rhodopsin, or RHO, and phosphodiesterase 6B, or PDE6ß,
mutation-associated inherited retinal degenerations. We are planning to initiate two parallel Phase 1/2a clinical trials for OCU400 in
the United States later this year. OCU400 additionally has received Orphan Medicinal Product Designation from the European Commission,
based on the recommendation of the European Medicines Agency, for RP and LCA, which we believe further supports the potential broad spectrum
application of OCU400 to treat many IRDs. We are currently evaluating options to commence OCU400 clinical trials in Europe in 2022. Our
second gene therapy candidate, OCU410, is being developed to utilize the nuclear receptor genes RAR-related orphan receptor A, or RORA,
for the treatment of dry AMD. This candidate is currently in preclinical development. We are planning to initiate a Phase 1/2a clinical
trial for OCU410 in 2022.
Novel Biologic Therapy for Retinal Diseases
We
are also conducting preclinical development for our biologic product candidate, OCU200. OCU200 is a novel fusion protein designed to
treat DME, DR and wet AMD. We had a pre-Investigational New Drug, or IND, meeting with the FDA in November 2020 and received
guidance on IND-enabling preclinical studies to support the Phase 1/2a study. We have completed the technology transfer of
manufacturing processes to our contract development and manufacturing organization, or CDMO, for the manufacture of OCU200. We expect
to initiate a Phase 1/2a clinical trial for OCU200 in 2022. Our CDMO will manufacture the clinical supplies for the Phase 1/2a
clinical trial.
Corporate Information
On September 27, 2019, we completed our reverse
merger, or the Merger, with Ocugen OpCo Inc. (formerly known as Ocugen, Inc.), or OpCo, in accordance with the terms of the Agreement
and Plan of Merger and Reorganization, dated as of April 5, 2019, by and among OpCo, Restore Merger Sub, Inc., our wholly owned subsidiary,
or Merger Sub, and us, as amended, or the Merger Agreement, pursuant to which Merger Sub merged with and into OpCo, with OpCo surviving
as our wholly owned subsidiary. Immediately after completion of the Merger, we changed our name from Histogenics Corporation to Ocugen,
Inc. and the business previously conducted by OpCo became the business conducted by us.
Our common stock is listed on the Nasdaq Capital
Market under the symbol “OCGN.” Our global headquarters are located at 263 Great Valley Parkway, Malvern, Pennsylvania 19355
and our telephone number is (484) 328-4701. Our website address is www.ocugen.com. The content contained in, or that can be accessed through,
our website is not part of this prospectus. See “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference.”
We are a “smaller reporting company”
as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the
scaled disclosures available to smaller reporting companies.
THE OFFERING
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Issuer
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Ocugen, Inc.
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Common stock offered by the selling stockholder
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Up to 169,518 shares issuable upon exercise of the warrants held by the selling stockholder.
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Use of Proceeds
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We will not receive any proceeds from the sale of the shares being
sold by the selling stockholder.
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Risk Factors
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Investing in our common stock involves a high degree of risk. See the information contained in or incorporated by reference under the heading “Risk Factors” on page S-7 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and any free writing prospectus that we authorize for use in connection with this offering by the selling stockholder.
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Nasdaq Capital Market symbol
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OCGN
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RISK FACTORS
Investing in our common stock involves a high degree
of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties discussed in
the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2020, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus in their entirety, together with other information in this prospectus supplement and the accompanying
prospectus, our quarterly reports, and documents incorporated by reference and free writing prospectus that we may authorize for use in
connection with this offering by the selling stockholder. See “Where You Can Find More Information.” The risks described in
the Annual Report on Form 10-K and such subsequent filings are not the only risks that we face. Additional risks not presently known to
us or that we do not currently consider significant may also have an adverse effect on us. If any of the risks actually occur, our business,
results of operations, cash flows or financial condition could suffer. We cannot assure you that any of the events discussed in the risk
factors will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition
and cash flows and if so our future prospects would likely be materially and adversely affected. If any of such events were to happen,
the trading price and value of our securities could decline, and you could lose all or part of your investment. You should understand
that it is not possible to predict or identify all such risks. Consequently, you should not consider the risk factors to be a complete
discussion of all potential risks or uncertainties. Please also read carefully the section below titled “Special Note Regarding
Forward-Looking Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying prospectus
and the documents we have filed with the Securities and Exchange Commission, or SEC, that are incorporated by reference herein and therein
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve a number of risks and uncertainties. All statements,
other than statements of historical facts, included in this prospectus and the documents incorporated by reference herein regarding our
strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management
are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,”
“would” or the negative of such terms and similar expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. Such statements are based on assumptions and expectations that
may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated.
The forward-looking statements in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein include, among other things, statements
about:
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our estimates regarding expenses, future revenue, capital requirements, and timing and availability of and the need for additional
financing;
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our ability to obtain sufficient additional capital to continue to advance our product candidates and our preclinical programs;
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our activities with respect to COVAXIN, our vaccine candidate for the prevention of COVID-19 caused by SARS-CoV-2, in collaboration
with Bharat Biotech, including our plans and expectations regarding clinical development, manufacturing, pricing, regulatory review and
compliance, reliance on third parties, and commercialization, if authorized or approved;
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our plans regarding submission of a BLA to the FDA including the need for an additional clinical trial to support a BLA submission;
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our ability to successfully obtain adequate supply of COVAXIN from Bharat Biotech and to complete a technology transfer to a new third-party
manufacturer and engage such manufacturer on commercially acceptable terms;
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anticipated market demand for COVAXIN in the United States or Canada;
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the extent to which health epidemics and other outbreaks of communicable diseases, including the COVID-19 pandemic, could disrupt
our business and operations;
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the uncertainties associated with the clinical development and regulatory authorization or approval of our product candidates, including
potential delays in the commencement, enrollment, and completion of clinical trials;
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our ability to realize any value from product candidates and preclinical programs being developed and anticipated to be developed
in light of inherent risks and difficulties involved in successfully bringing product candidates to market and the risk that products
will not achieve broad market acceptance;
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uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom;
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our ability to comply with regulatory schemes applicable to our business and other regulatory developments in the United States, Canada,
and other foreign countries, including the extent to which developments with respect to COVID-19 pandemic will affect the regulatory pathway
available for vaccines in the United States, Canada, or other jurisdictions;
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the performance of third-parties upon which we depend, including third-party contract research organizations, and third-party suppliers,
manufacturers, group purchasing organizations, distributors, and logistics providers;
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the pricing and reimbursement of our product candidates, if authorized or approved;
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our ability to obtain and maintain patent protection, or obtain licenses to intellectual property and defend our intellectual property
rights against third-parties;
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our ability to maintain our relationships, profitability, and contracts with our key collaborators and commercial partners; including
with Bharat Biotech, and our ability to establish additional collaborations and/or partnerships;
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our ability to recruit or retain key scientific, technical, commercial, and management personnel or to retain our executive officers;
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our ability to comply with stringent U.S., Canada and other foreign government regulation in the manufacture of pharmaceutical products,
including Good Manufacturing Practice compliance and other relevant regulatory authorities;
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the impact of the COVID-19 pandemic on our development programs, global supply chain, and collaborators and manufacturers, including
Bharat Biotech; and
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other matters discussed under the heading “Risk Factors” in our most recent Quarterly Report on Form 10-Q, the
2020 Annual Report on Form 10-K and in any other documents we file with the SEC.
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We may not actually achieve the plans, intentions
or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements
we make. We have included important factors in the cautionary statements included in or incorporated by reference into this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, particularly under “Risk
Factors,” that we believe could cause actual results or events to differ materially from the forward-looking statements that
we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint
ventures, collaborations or investments we may make. You should read this prospectus supplement, the accompanying prospectus and the documents
that we incorporate by reference herein and therein completely and with the understanding that our actual future results may be materially
different from what we expect. We qualify all of the forward-looking statements in this prospectus supplement by these cautionary
statements.
Except as required by law, we undertake no obligation
to update or revise any forward-looking statements to reflect new information or future events or developments. You should not assume
that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before
deciding to purchase our securities, you should carefully consider the risk factors discussed and incorporated by reference in this prospectus
and in the applicable prospectus supplement. See “Risk Factors.”
USE OF PROCEEDS
We
will not receive any proceeds from any sales of shares of our common stock by the selling stockholder pursuant to this prospectus
supplement and the accompanying prospectus. However, we will receive proceeds from any cash exercise of the warrants. The selling stockholder
has the right to exercise the warrants to purchase up to 169,518 shares of common stock at an exercise price of $6.36 per
share upon the achievement of certain milestones related to Covaxin. The warrants may be
exercised on cashless basis, in whole or in part, if elected by the selling stockholder. We intend to use the proceeds from any cash exercise
for working capital and general corporate purposes. There is no assurance that the warrants will become exercisable, will be exercised
at all or will be exercised for cash. The warrants terminate on July 15, 2031, unless earlier terminated in accordance with their terms.
SELLING STOCKHOLDER
This prospectus supplement
relates to the resale, in one or more offerings, of up to an aggregate of 169,518 shares of our common stock that we may issue upon exercise
of warrants held by the selling stockholder. The table below provides information about the beneficial ownership of the selling stockholder
as to:
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the number of shares that are currently, or potentially will be, beneficially held by the selling stockholder (assuming full exercise of the warrants);
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the maximum number of shares that may be offered by the selling stockholder under this prospectus supplement; and
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the number of shares to be beneficially held by the selling stockholder following the offering (assuming that the maximum number of shares that may be offered by the selling stockholder hereunder are so offered, and no other shares are beneficially acquired by the selling stockholder).
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We cannot state with certainty
the number of shares of our common stock that will be beneficially owned by the selling stockholder after completion of this offering
because the selling stockholder may not fully exercise the warrants and may subsequently acquire beneficial ownership of other shares
of our common stock. Our registration of these shares does not necessarily mean that the selling stockholder will dispose of any or all
of the shares.
The information provided in
the table below as to number of shares beneficially owned prior to the offering is based on information provided by the selling stockholder.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Generally, a person “beneficially
owns” shares of our common stock if the person has or shares with others the right to vote those shares or to dispose of them, or
if the person has the right to acquire voting or disposition rights within 60 days. The beneficial ownership information presented in
this table is not necessarily indicative of beneficial ownership for any other purpose. The information provided below is as of July 30, 2021, as of which 198,755,831 shares of our common
stock were outstanding.
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Name
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Number of shares
beneficially
owned prior
to the offering
(1)(2)
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Number of
shares offered
hereby (1)
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Number of shares
beneficially owned
following the
offering (2)
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Ajay Potluri, DMD
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169,518
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169,518
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—
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(1)
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Represents shares of common stock issuable upon exercise of the warrants. Dr. Potluri received these warrants
as compensation for providing consulting services to us.
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(2)
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Percentage of shares beneficially owned prior to and following the offering does not exceed 1%.
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PLAN OF DISTRIBUTION
We are registering the shares of common stock issuable
upon exercise of the warrants to permit the resale of such shares by the selling stockholder from time to time after the date of this
prospectus supplement. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock.
However, we will receive proceeds from any cash exercise of the warrants. We will bear all fees and expenses incident to our obligation
to register the securities in this offering. Sales by the selling stockholder may not require the provision of a prospectus supplement.
The securities may be sold from time to time directly
by the selling stockholder, including its donees, pledgees, transferees and other successors in interest, or, alternatively, through underwriters,
broker-dealers or agents, or through any combination of the foregoing methods. If the shares are sold through underwriters, broker-dealers
or agents, the selling stockholder will be responsible for underwriting discounts or commissions or agents’ commissions, if any.
The shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such sales may be effected in transactions, which may involve block transactions:
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
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in the over-the-counter market;
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otherwise than on such exchanges or services or in the over-the-counter market; or
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through the writing of options.
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In addition, the selling stockholder may resell
all or a portion of the securities in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that
rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria
and conform to the requirements of those provisions.
Broker-dealers engaged by the selling stockholder
may arrange for other broker-dealers to participate in sales. If the selling stockholder effects such transactions by selling the shares
to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form
of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the securities for whom they may
act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in
a supplement to this prospectus supplement, in the case of an agency transaction will not be in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with sales of the shares or otherwise,
the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage
in short sales of the shares in the course of hedging in positions they assume. The selling stockholders may also sell our shares short
and deliver shares covered by this prospectus supplement to close out short positions and to return borrowed securities in connection
with such short sales. The selling stockholder may also loan or pledge the shares to broker-dealers that in turn may sell such shares,
to the extent permitted by applicable law. The selling stockholder may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus supplement, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus supplement (as supplemented or amended to reflect such transaction).
The selling stockholder may, from time to time,
pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of its secured obligations,
the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus supplement or any amendment
or supplement to this prospectus under any applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus supplement. The selling
stockholder also may transfer and donate the shares in other circumstances in which case the transferees, donees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholder and any broker-dealer
or agents participating in the distribution of the shares may be deemed to be “underwriters” within the meaning of
Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or
concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. If the selling stockholder is an “underwriter”
within the meaning of Section 2(11) of the Securities Act, the selling stockholder will be subject to the applicable prospectus
delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to,
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
The selling stockholder has informed us that it
is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person
to distribute the shares. If required, the specific shares to be sold, the name of the selling stockholder, the respective purchase prices
and public offering prices, the names of any agent, broker-dealer or underwriter and any applicable commissions or discounts with respect
to a particular offer will be set forth in an accompanying amendment to this prospectus supplement, or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus supplement and the accompanying prospectus form a part.
Under the securities laws of some states, the shares
may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold
unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available
and is complied with.
There can be no assurance that the selling stockholder
will sell any or all of the shares registered pursuant to the registration statement, of which this prospectus supplement and the accompanying
prospectus form a part.
The selling stockholder and any other person participating
in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including,
without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any
of the shares by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict
the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the shares.
All of the foregoing may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities
with respect to the shares.
LEGAL MATTERS
The validity of the issuance of the common stock
offered by this prospectus supplement will be passed upon for us by Troutman Pepper Hamilton Sanders LLP, Philadelphia, Pennsylvania.
EXPERTS
The
consolidated financial statements of Ocugen, Inc. appearing in Ocugen, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2020 have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their report thereon included
therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement
on Form S-3 under the Securities Act of 1933, as amended, with respect to the shares of common stock the selling stockholder
is offering under this prospectus supplement. This prospectus supplement and the accompanying prospectus do not contain all of the information
set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and
the securities we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules
filed as a part of the registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts, agreements
or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement
or the exhibits to the reports or other documents incorporated herein by reference for a copy of such contract, agreement or other document.
We are currently subject to the reporting requirements
of the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC. Our SEC filings
are available to you on the SEC’s website at http://www.sec.gov and in the “Investors” section of our website at http://www.ocugen.com.
Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this
prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC allows us to “incorporate by reference”
information from other documents that we file with it, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that
we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into
this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have
filed with the SEC:
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 and June 30, 2021, filed with the SEC on May 7, 2021 and August 6, 2021, respectively;
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•
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our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits accompanying such reports related to such items), filed with the SEC on January 8, 2021, January 12, 2021, February 4, 2021,
February 9, 2021, February 23, 2021, March 3, 2021, March 5, 2021, March 17, 2021, March 31, 2021, April 14, 2021, April 22, 2021, April 23, 2021, April 27, 2021, May 7, 2021, May 19, 2021, June 7, 2021, June 10, 2021, July 2, 2021, July 6, 2021, July 9, 2021,
July 15, 2021, July 20, 2021 and August 6, 2021; and
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We also incorporate by reference any future filings
(other than any filings or portions of such reports that are not deemed “filed” under the Exchange Act in accordance with
the Exchange Act and applicable SEC rules, including current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of this prospectus
supplement, until we file a post-effective amendment to the applicable registration statement that indicates the termination
of the offering of the securities made by this prospectus supplement and will become a part of this prospectus supplement from the date
that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this
prospectus supplement. Any statements in any such future filings will automatically be deemed to modify and supersede any information
in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that
statements in the later filed document modify or replace such earlier statements.
We will furnish without charge to you, upon written
or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or
telephoning us at the following address or phone number:
Ocugen, Inc.
Attention: Corporate Secretary
263 Great Valley Parkway
Malvern, Pennsylvania 19355
(484) 328-4701
PROSPECTUS
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
From time to time, we or selling securityholders may offer and
sell the securities identified above in one or more offerings, or any combination of the foregoing, either individually or as units
comprised of two or more other securities. This prospectus provides a general description of the securities that we or such selling
securityholders may offer and sell.
Each time that we or any selling securityholders offer securities
under this prospectus, we or such selling securityholders will provide a supplement to this prospectus that contains the specific
terms of the securities offered, including the public offering price and, if applicable, information about the selling security
holders. Any prospectus supplement may add to, update or change information contained in this prospectus. You should read this
prospectus and any applicable prospectus supplement together with additional information described under the heading “Where
You Can Find More Information” before you make your investment decision.
We may offer and sell the securities described in this prospectus
and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through
a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their
names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will
be calculable from the information set forth, in the applicable prospectus supplement. In addition, the selling securityholders
may offer and sell shares of our common stock from time to time, together or separately. See the sections of this prospectus entitled
“About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without
delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
Our common stock is traded on The Nasdaq Capital Market, or
Nasdaq, under the symbol “OCGN.” On March 19, 2021, the closing sale price of our common stock on Nasdaq was $8.92
per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on Nasdaq
or any other securities exchange of the securities covered by the applicable prospectus supplement.
Investing in our
securities involves a high degree of risk. Risks associated with an investment in our securities will be described in the applicable
prospectus supplement and certain of our filings with the Securities and Exchange Commission incorporated by reference into this
prospectus, as described under “Risk Factors” on page 6.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Prospectus dated March 22, 2021
table of contents
ABOUT
THIS PROSPECTUS
This prospectus is part of an “automatic
shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known
seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf”
registration process. Under this shelf registration process, we or selling securityholders may offer and sell shares of our common
stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually
or in combination with other securities, in one or more offerings. There is no limit on the aggregate amount of the securities
that we or selling securityholders may offer pursuant to the registration statement of which this prospectus is a part.
This prospectus provides you only with
a general description of the securities that we or any selling securityholder may offer and sell. Each time that we or the selling
securityholders offer and sell securities, we or the selling securityholders will provide a prospectus supplement to this prospectus
that contains specific information about the securities being offered and sold and the specific terms of that offering, including
the type and number of securities being offered, the offering price, the names of any underwriters, dealers, brokers or agents
and the applicable sales commission or discount. We may also authorize one or more free writing prospectuses to be provided to
you that may contain material information relating to these offerings. The prospectus supplement and any free writing prospectus
that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents
that we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus
and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing
prospectus, as applicable. You should read carefully the entire prospectus and any accompanying prospectus supplement or related
free writing prospectus, as well as the documents incorporated by reference into this prospectus and/or any prospectus supplement,
before making an investment decision. Please also read the additional information described under “Where You Can Find More
Information” below.
Neither we nor any selling securityholder
has authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement or related free writing prospectus.
You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying
prospectus supplement or related free writing prospectus. This prospectus and the accompanying prospectus supplement and related
free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement and related
free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should assume that the information
appearing in this prospectus and the accompanying prospectus supplement is accurate only as of the date on its respective cover,
that the information appearing in any related free writing prospectus is accurate only as of the date of that free writing prospectus,
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless
we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus incorporates by reference,
and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics
and forecasts that are based on independent industry publications and other publicly available information. Although we believe
these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently
verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference
in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and
other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and
under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should
not place undue reliance on this information.
Unless the context otherwise requires, references in this prospectus
to “Ocugen,” the “Company,” “we,” “our” or “us” refer to Ocugen, Inc.
and its subsidiaries. See “About Ocugen, Inc.—Company Information.”
This prospectus contains references to our trademarks and to
trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including
logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate,
in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We
do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement
or sponsorship of us by, any other companies.
WHERE YOU
CAN FIND MORE INFORMATION
This prospectus is part of the registration statement on Form
S-3 filed with the SEC under the Securities Act and does not contain all the information set forth in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents
establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated
by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements
or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration
statement or the exhibits to the reports or other documents incorporated herein by reference for a copy of such contract, agreement
or other document.
We are currently subject to the reporting requirements of the
Exchange Act, and in accordance therewith files periodic reports, proxy statements and other information with the SEC. Our SEC
filings are available to you on the SEC’s website at http://www.sec.gov and in the “Investor Relations” section
of our website at www.ocugen.com. Our website and the information contained on that site, or connected to that site, are not incorporated
into and are not a part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information from other documents that we file with it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this
prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while
information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate
by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents
listed below that we have filed with the SEC:
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Our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits accompanying such reports related to such items) filed with the SEC on January
8, 2021, January
12, 2021, February
4, 2021, February
9, 2021, February
23, 2021, March
3, 2021, March
5, 2021 and March 17, 2021; and
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We also incorporate by reference any future filings (other than
any filings or portions of such reports that are not deemed “filed” under the Exchange Act in accordance with the Exchange
Act and applicable SEC rules, including current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished
on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to the effectiveness of the registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this
prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements
the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and
supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein
by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will furnish without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning
us at the following address or phone number:
Ocugen, Inc.
Attention: Corporate Secretary
263 Great Valley Parkway
Malvern, Pennsylvania, 19355
(484) 328-4701
ABOUT OCUGEN,
INC.
Overview
We are a biopharmaceutical company focused on developing gene
therapies to cure blindness diseases and developing a vaccine to save lives from COVID-19.
Our cutting-edge technology pipeline includes:
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COVID-19 Vaccine — COVAXIN is a whole-virion inactivated COVID-19 vaccine candidate being developed to prevent
COVID-19 infection in humans. We are co-developing COVAXIN with Bharat Biotech International Limited, or Bharat Biotech, for the
U.S. market.
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Modifier Gene Therapy Platform — Based on nuclear hormone receptors, or NHRs, we believe our gene therapy platform
has the potential to address many retinal diseases, including retinitis pigmentosa, or RP, leber congenital amaurosis, or LCA,
and dry age-related macular degeneration, or AMD.
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Novel Biologic Therapies for Retinal Diseases — We are developing OCU200, a novel biologic product candidate,
to treat diabetic macular edema, or DME, diabetic retinopathy, or DR, and wet AMD.
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COVID-19 Vaccine
In February 2021, we entered into a Co-Development, Supply and
Commercialization Agreement, or the Covaxin Agreement, with Bharat Biotech, pursuant to which we obtained an exclusive right and
license under certain of Bharat Biotech’s intellectual property rights, with the right to grant sublicenses, to develop,
manufacture, and commercialize Covaxin for the prevention of COVID-19 in humans
in the United States, its territories and possessions, or the Ocugen Covaxin Territory. Under the Covaxin Agreement, we will be
solely responsible for such activities for the Ocugen Covaxin Territory.
COVAXIN is a whole-virion inactivated COVID-19 vaccine candidate
being developed by Bharat Biotech, a global leader in vaccine innovation, and has been granted approval for emergency use in India.
COVAXIN is formulated with the inactivated SARS-CoV-2 virus, an antigen, and an adjuvant therefore utilizing a historically proven
approach to vaccine design. COVAXIN requires a two-dose vaccination regimen given 28 days apart and is stored in standard vaccine
storage conditions (2-8°C). The Phase 1 and Phase 2 clinical trials conducted in India reported strong Immunoglobulin G, or
IgG, responses against the spike protein, receptor-binding domain, or RBD, and the nucleocapsid (N) protein of the SARS-CoV-2 virus,
along with strong cellular responses. Strong cellular responses are necessary for memory and long-term durability of vaccines.
In an analysis from the National Institute of Virology, serum samples collected from individuals vaccinated with COVAXIN showed
similar neutralization titer to the U.K. strain as to the original strain. No statistical difference was observed in neutralizing
antibodies titer between the U.K. strain and the original strain. These results support COVAXIN's potential to generate immune
responses to multiple protein antigens of the virus and thereby potentially reducing or eliminating potential viral escape.
Bharat Biotech is conducting a Phase 3 clinical trial in India.
Enrollment in the Phase 3 clinical trial is complete. COVAXIN demonstrated a vaccine efficacy of 81% in the first interim analysis
of the Phase 3 clinical trial, and an analysis from the National Institute of Virology indicated potential significant immunogenicity
against the U.K. variant and other heterologous strains. We are currently evaluating the clinical and regulatory path for COVAXIN
in the United States including obtaining Emergency Use Authorization, or EUA, from the U.S. Food and Drug Administration, or the
FDA, and, eventually, biologic license application, or BLA, approval in the U.S. market, as well as our commercialization strategy,
if authorized or approved. We have initiated discussions with the FDA regarding the development of COVAXIN, but an EUA application
has not been submitted at this time. We are also in active discussions with manufacturers in the United States to produce a significant
number of doses of COVAXIN to support commercialization of the vaccine in the United States, if authorized or approved.
Modifier Gene Therapy Platform
We are developing a breakthrough modifier gene therapy platform
to generate therapies designed to fulfill unmet medical needs in the area of retinal diseases, including inherited retinal diseases,
or IRDs, and dry AMD. Our modifier gene therapy platform is based on NHRs, which have the potential to restore homeostasis, the
basic biological processes in the retina. Unlike single-gene replacement therapies, which only target one genetic mutation, we
believe that our gene therapy platform, through its use of NHRs, represents a novel approach in that it may address multiple retinal
diseases with one product. IRDs such as RP, a group of rare genetic disorders that involve a breakdown and loss of cells in the
retina and can lead to visual impairment and blindness, affect over 2.0 million people worldwide. Over 150 gene mutations have
been associated with RP and this number represents only 60% of the RP population. The remaining 40% of RP patients cannot be genetically
diagnosed, making it difficult to develop individual treatments. We believe our first gene therapy candidate, OCU400, has the potential
to be broadly effective in restoring retinal integrity and function across a range of IRDs. For example, we believe OCU400 has
the potential to eliminate the need for developing more than 150 individual products and provide one treatment option for all RP
patients.
OCU400 has received four Orphan Drug Designations, or ODDs,
from the FDA for the treatment of certain disease genotypes: nuclear receptor subfamily 2 group E member 3, or NR2E3, centrosomal
protein 290, or CEP290, rhodopsin, or RHO, and phosphodiesterase 6B, or PDE6ß, mutation-associated
inherited retinal degenerations. We are planning to initiate two Phase 1/2a clinical trials for OCU400 in the United States in
the second half of 2021. OCU400 additionally received Orphan Medicinal Product Designation, or OMPD, from the European Commission,
based on the recommendation of the European Medicines Agency, or EMA, for RP and LCA in February 2021, which we believe further
supports the potential broad spectrum application of OCU400 to treat many IRDs. We are currently evaluating options to commence
OCU400 clinical trials in Europe in 2022. Our second gene therapy candidate, OCU410, is being developed to utilize the nuclear
receptor genes RAR-related orphan receptor A, or RORA, for the treatment of dry AMD. This candidate is currently in preclinical
development. We are planning to initiate a Phase 1/2a clinical trial for OCU410 in 2022.
Novel Biologic Therapies for Retinal Diseases
We are also conducting preclinical development for our biologic
product candidate, OCU200. OCU200 is a novel fusion protein designed to treat DME, DR, and wet AMD. We had a pre-Investigational
New Drug, or IND, meeting with the FDA in November 2020 and received guidance on IND-enabling preclinical studies to support the
Phase 1/2a study. We expect to initiate IND-enabling preclinical studies for OCU200 in 2021 and initiate a Phase 1/2a clinical
trial for OCU200 in 2022.
Company Information
We were originally incorporated as a Massachusetts corporation
in 2000 under the name Histogenics Corporation. In 2006, we underwent a corporate reorganization pursuant to which we were reincorporated
as a Delaware corporation. On September 27, 2019, we completed a reverse merger, or the Merger, with Ocugen OpCo, Inc., or OpCo,
in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, by and among OpCo,
Restore Merger Sub, Inc., our wholly owned subsidiary, or Merger Sub, and us, as amended, or the Merger Agreement, pursuant to
which Merger Sub merged with and into OpCo, with OpCo surviving as our wholly owned subsidiary. Immediately after completion of
the Merger, we changed our name to Ocugen, Inc and the business previously conducted by OpCo became the business conducted by us.
Our common stock trades on The Nasdaq Capital Market, or Nasdaq, under the symbol “OCGN.”
Our principal offices are located at 263 Great Valley Parkway,
Malvern, Pennsylvania 19355, and our telephone number is (484) 328-4701. Our website address is www.ocugen.com. Our website and
the information contained on, or that can be accessed through, our website shall not be deemed to be incorporated by reference
in, and are not considered part of, this prospectus. See “Where You Can Find More Information” and “Incorporation
of Information by Reference.”
RISK FACTORS
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under
the heading “Risk Factors” contained in the accompanying prospectus supplement and any related free writing prospectus,
and discussed in the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K for the
year ended December 31, 2020, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated
by reference into this prospectus in their entirety, together with other information in this prospectus, our quarterly reports,
and documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering.
See “Where You Can Find More Information.” The risks described in the Annual Report and such subsequent filings are
not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may
also have an adverse effect on us. If any of the risks actually occur, our business, results of operations, cash flows or financial
condition could suffer. We cannot assure you that any of the events discussed in the risk factors will not occur. These risks could
have a material and adverse impact on our business, results of operations, financial condition and cash flows and if so our future
prospects would likely be materially and adversely affected. If any of such events were to happen, the trading price and value
of our securities could decline, and you could lose all or part of your investment. You should understand that it is not possible
to predict or identify all such risks. Consequently, you should not consider the risk factors to be a complete discussion of all
potential risks or uncertainties. Please also read carefully the section below titled “Special Note Regarding Forward-Looking
Statements.”
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
herein contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements
of historical facts, included in this prospectus and the documents incorporated by reference herein regarding our strategy, future
operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking
statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,”
“will,” “would” or the negative of such terms and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Such statements are based on assumptions
and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot
be predicted with accuracy and some of which might not even be anticipated.
The forward-looking statements in this prospectus and the documents
incorporated by reference herein include, among other things, statements about:
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our estimates regarding expenses, future revenue, capital requirements and timing and availability of and the need for additional
financing;
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our ability to obtain sufficient additional capital to continue to advance our product candidates and preclinical programs;
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our activities with respect to COVAXIN, our vaccine candidate for the prevention of COVID-19, in collaboration with Bharat
Biotech, including our plans and expectations regarding clinical development, manufacturing, pricing, regulatory review and compliance,
reliance on third parties, and commercialization, if authorized or approved;
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the extent to which health epidemics and other outbreaks of communicable diseases, including the COVID-19 pandemic, could disrupt
our business and operations;
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the uncertainties associated with the clinical development and regulatory authorization or approval of product candidates,
including potential delays in the commencement, enrollment and completion of clinical trials;
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our ability to realize any value from product candidates and preclinical programs being developed and anticipated to be developed
in light of inherent risks and difficulties involved in successfully bringing product candidates to market and the risk that products
will not achieve broad market acceptance;
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uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom;
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our ability to maintain our collaboration with Bharat Biotech and to establish additional collaborations and/or partnerships;
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our ability to comply with regulatory schemes applicable to our business and other regulatory developments in the United States
and foreign countries;
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the performance of third-parties upon which we depend, including third-party contract research organizations, or CROs, and
third-party suppliers, manufacturers, group purchasing organizations, distributors, and logistics providers;
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the pricing and reimbursement of our product candidates, if authorized or approved;
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our ability to obtain and maintain patent protection and defend our intellectual property rights against third-parties;
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our ability to maintain our relationships, profitability and contracts with our key commercial partners;
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our ability to recruit or retain key scientific, technical, commercial, and management personnel or to retain our executive
officers;
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our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products,
including Good Manufacturing Practice compliance and other relevant regulatory authorities; and
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the other risks, uncertainties and factors discussed under the heading “Risk Factors” in our most recent Annual
Report on Form 10-K, as revised and supplemented by those risks described from time to time in other reports which we file with
the SEC.
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We may not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements
we make. We have included important factors in the cautionary statements included in or incorporated by reference into this prospectus,
particularly under “Risk Factors” that we believe could cause actual results or events to differ materially from the
forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures, collaborations or investments we may make.
You should read this prospectus and the documents that we incorporate
by reference herein and therein completely and with the understanding that our actual future results may be materially different
from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.
Except as required by law, we undertake no obligation to update
or revise any forward-looking statements to reflect new information or future events or developments. You should not assume that
our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before
deciding to purchase our securities, you should carefully consider the risk factors discussed and incorporated by reference in
this prospectus and in the applicable prospectus supplement. See “Risk Factors.”
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement
relating to a specific offering, we intend to use the net proceeds from the sale of securities by us under this prospectus for
general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, clinical
trial expenditures, commercial expenditures, acquisitions of new technologies or businesses, and investments. Additional information
on the use of net proceeds from the sale of securities by us under this prospectus will be set forth in the prospectus supplement
relating to the specific offering. We will not receive any proceeds from the sale of securities being offered by any selling securityholders.
DESCRIPTION
OF CAPITAL STOCK
The following summary of the terms of our capital stock is subject
to and qualified in its entirety by reference to our sixth amended and restated certificate of incorporation, as amended, or the
Certificate, and our amended and restated bylaws, or Bylaws, copies of which are on file with the SEC as exhibits to previous SEC
filings. Please refer to “Where You Can Find More Information” below for directions on obtaining these documents.
Our authorized capital stock consists of 210,000,000 shares,
200,000,000 of which are designated as common stock with a par value of $0.01 per share and 10,000,000 of which are designated
as preferred stock with a par value of $0.01.
As of December 31, 2020, (i) our capital stock was held of record
by 32 stockholders and (ii) there were 184,011,884 shares of common stock outstanding, 7 shares of preferred stock outstanding,
warrants to purchase an aggregate of 870,017 shares of common stock outstanding, and options to purchase an aggregate of 4,224,433
shares of common stock outstanding.
Common Stock
Shares of our common stock have the following rights, preferences
and privileges:
Voting Rights
Each holder of common stock is entitled to one vote per share
on all matters submitted to a vote of stockholders. We have not provided for cumulative voting in the election of directors. Accordingly,
the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the
directors standing for election. Except as otherwise required by law, holders of our common stock are not entitled to vote on any
amendment to the Certificate that relates solely to the terms of an outstanding series of preferred stock if the holders of such
series are entitled to vote thereon pursuant to the Certificate or any certificate of designation.
Dividends
Subject to preferences that may apply to shares of preferred
stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets
legally available at the times and in the amounts that our board of directors may determine from time to time. The timing, declaration,
amount and payment of future dividends will depend on our financial condition, earnings, capital requirements and debt service
obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that its board of directors
deems relevant. Our board of directors will make all decisions regarding our payment of dividends from time to time in accordance
with applicable law.
Liquidation
Upon our liquidation, dissolution or winding-up, the holders
of common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences
of any outstanding preferred stock.
No Preemptive or Similar Rights
The holders of our common stock do not have any preemptive
rights or preferential rights to subscribe for shares of our capital stock or any other securities. Our common stock is not
subject to any redemption or sinking fund provisions.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Broadridge
Corporate Issuer Solutions, Inc.
Listing
Our common stock is listed on Nasdaq under the symbol “OCGN.”
The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on Nasdaq or the
other securities exchange of the securities covered by the applicable prospectus supplement.
Preferred Stock
We may issue, from time to time in one or more series, the terms
of which may be determined at the time of issuance by our board of directors, without further action by our stockholders, shares
of preferred stock and such shares may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption
rights and sinking fund provisions. The shares of each series of preferred stock shall have preferences, limitations and relative
rights, including voting rights, identical with those of other shares of the same series and, except to the extent provided in
the description of such series, of those of other series of preferred stock.
The laws of the state of Delaware, the state of our incorporation,
provide that the holders of preferred stock will have the right to vote separately, as a class, on any proposal involving fundamental
changes in the rights of holders of such preferred stock. This right is in addition to any voting rights that may be provided for
in the applicable certificate of designation.
The issuance of preferred stock could decrease the amount of
earnings and assets available for distribution to the holders of common stock or adversely affect the rights and powers, including
voting rights, of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing
a change in control of Ocugen or the removal of management, which could depress the market price of our common stock.
If we offer a specific series of preferred stock under this
prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy
of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include:
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the title and stated value;
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the number of shares offered, the liquidation preference per share and the purchase price;
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the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption, if applicable;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into common stock or other securities of the Company, and, if applicable, the
conversion price (or how it will be calculated), the conversion period and any other terms of conversion (including any anti-dilution
provisions, if any);
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will
be calculated), the exchange period and any other terms of exchange (including any anti-dilution provisions, if any);
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voting rights, if any, of the preferred stock; and
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a discussion of any material U.S. federal income tax considerations applicable to the preferred stock.
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The preferred stock offered by this prospectus, when issued,
will not have, or be subject to, any preemptive or similar rights.
The transfer agent and registrar for any series of preferred
stock will be set forth in each applicable prospectus supplement.
Description of Other Securities Outstanding
Series A Convertible Preferred Stock
Our board of directors provided for the issuance of Series A
Convertible Preferred Stock, or the Series A Preferred, pursuant to the Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, or the Series A Certificate of Designation. Up to 30,000 shares are designated as Series
A Preferred. Holders of Series A Preferred are entitled to receive dividends on Series A Preferred equal (on an as-converted to
common stock basis) to and in the same form as dividends actually paid on shares of common stock, when and if such dividends are
paid. Except as provided by law and certain protective provisions set forth in the Series A Certificate of Designation, the Series
A Preferred has no voting rights. Upon the liquidation or dissolution of Ocugen, holders of Series A Preferred will be entitled
to receive the same amount that a holder of common stock would receive if the preferred stock were fully converted to common stock.
Shares of Series A Preferred are convertible to common stock at the option of the holder, on the terms and subject to the conditions
set forth in the Series A Certificate of Designation.
The foregoing summary of the terms of the Series A Preferred
is subject to and qualified in its entirety by reference to the Certificate and the Series A Certificate of Designation, copies
of which are on file with the SEC as exhibits to previous SEC filings. Please refer to “Where You Can Find More Information”
below for directions on obtaining these documents.
Series B Convertible Preferred Stock
Our board of directors provided for the issuance
of Series B Convertible Preferred Stock, or the Series B Preferred, pursuant to the Certificate of Designation of Preferences,
Rights and Limitations of Series B Convertible Preferred Stock, or the Series B Certificate of Designation. Up to 54,745 shares
are designated as Series B Preferred. Holders of Series B Preferred are entitled to receive dividends on Series B Preferred equal
(on an as-converted to common stock basis) to and in the same form as dividends actually paid on shares of common stock, when and
if such dividends are paid. Except as provided by law and certain protective provisions set forth in the Series B Certificate of
Designation, the Series B Preferred has no voting rights. Upon the liquidation or dissolution of Ocugen, holders of Series B Preferred
will be entitled to receive the same amount that a holder of common stock would receive if the preferred stock were fully converted
to common stock.
Each share of Series B Preferred is convertible,
at the option of the holder, into 10 shares of our common stock only after (i) our receipt of stockholder approval to increase
the number of authorized shares of common stock under the Certificate and (ii) our receipt of shipments by Bharat Biotech International
Limited, or Bharat Biotech, of the first 10 million doses of COVAXIN manufactured by Bharat Biotech pursuant to a supply agreement,
and further on the terms and subject to the conditions set forth in the Series B Certificate of Designation. The conversion rate
of the Series B Preferred is subject to adjustment in the event of a stock dividend, stock split, reclassification or similar event
with respect to the Company’s common stock.
On March 1, 2021, we entered into a Preferred
Stock Purchase Agreement, or the Purchase Agreement, pursuant to which we agreed to issue and sell 54,745 shares of Series B Preferred
at a price per share equal to $109.60, to Bharat Biotech. Under the terms of the Purchase Agreement, we agreed to file and to maintain
a registration statement on Form S-3 covering the resale of the common stock into which the Series B Preferred Stock may be converted.
The foregoing summary of the terms of the Series B Preferred
is subject to and qualified in its entirety by reference to the Certificate and the Series B Certificate of Designation, copies
of which are on file with the SEC as exhibits to previous SEC filings. Please refer to “Where You Can Find More Information”
below for directions on obtaining these documents.
Common Stock Purchase Warrants
Between November 2016 and March 2019, OpCo issued a series of
common stock purchase warrants, or the Common Stock Purchase Warrants, to certain investors pursuant to a stockholders’ agreement
and to two employees pursuant to their respective employment agreements. Upon the closing of the Merger, the Common Stock Purchase
Warrants became exercisable for shares of our common stock. As of December 31, 2020, warrants to purchase 870,017 shares of
common stock were outstanding and exercisable. The Common Stock Purchase Warrants have exercise prices ranging from $2.77 to $7.56
and expire between 2026 and 2027.
Anti-Takeover Effects of Provisions of Our Certificate
of Incorporation, our Bylaws and Delaware Law
Various provisions contained in the Certificate, the Bylaws
and Delaware law could delay, deter or discourage some transactions involving an actual or potential change in control of Ocugen,
including acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal
of our incumbent officers and directors. These provisions, summarized below, are expected to discourage coercive takeover practices
and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our board of directors. We believe that the benefits of increased protection of its potential ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
these proposals because negotiation of these proposals could result in an improvement of their terms.
Certificate of Incorporation and Bylaws
Preferred Stock
The Certificate authorizes our board of directors to establish
one or more series of preferred stock and to determine, with respect to any series of preferred stock, the preferences, rights
and other terms of such series. See “—Preferred Stock” for additional information. Under this authority, our
board of directors could create and issue a series of preferred stock with rights, preferences or restrictions that have the effect
of discriminating against an existing or prospective holder of our capital stock as a result of such holder beneficially owning
or commencing a tender or exchange offer for a substantial amount of common stock. One of the effects of authorized but unissued
and unreserved shares of preferred stock may be to render it more difficult for, or to discourage an attempt by, a potential acquiror
to obtain control of us by means of a merger, tender or exchange offer, proxy contest or otherwise, and thereby protect the continuity
of the company’s management. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing
a change in control of us without any action by our stockholders.
Classified Board
The Certificate and the Bylaws provide that the directors, other
than those who may be elected by the holders of any series of preferred stock under specified circumstances, shall be divided into
three classes. Such classes shall be as nearly equal in number of directors as reasonably possible. The election of the classes
is staggered, such that only approximately one third of our board of directors is up for election in any given year. Each director
shall serve for a term ending on the third annual meeting of stockholders following the annual meeting of stockholders at which
such director was elected. Each director shall serve until such director’s successor shall have become duly elected and qualified,
or until such director’s prior death, resignation, retirement, disqualification or other removal.
Election of Directors
The Certificate does not provide for cumulative voting in the
election of directors. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election
of directors can elect all of the directors standing for election.
Board Vacancies; Removal
The Certificate provides that any vacancy occurring on our board
of directors will be filled by a majority of directors then in office, even if less than a quorum. The Certificate also provides
that our directors can only be removed for cause upon the vote of more than two-thirds of the votes entitled to be cast by holders
of all the then-outstanding shares of capital stock, voting together as a single class.
Special Meetings of Stockholders; Number
of Directors and No Action by Written Consent of Stockholders
The Certificate and the Bylaws provide that only the board of
directors, the chairman of the board of directors or the president may call a special meeting of our stockholders. The Bylaws provide
that the authorized number of directors be changed only by resolution of the board of directors. The Bylaws provide that the stockholders
may act only duly called annual or special meeting and no action may be effected by written consent.
Advance Notification of Shareholder
Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures
with respect to shareholder proposals and the nomination of persons for election as directors, other than nominations made by or
at the direction of our board of directors.
Amendments to Certificate and Bylaws
The amendment of any of the above provisions (except for the
provision making it possible for the board of directors to issue undesignated preferred stock) and the exclusive form and indemnification
provisions described below, would require approval by a stockholder vote by the holders of at least a two thirds of the voting
power of the then outstanding voting stock.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General Corporation
Law, or DGCL, which prohibits persons deemed “interested stockholders” from engaging in a “business combination”
with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless
the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed
manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15%
or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock
sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may
have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, such as discouraging
takeover attempts that might result in a premium over the market price of our common stock.
Exclusive Jurisdiction for Certain Actions
The Certificate provides that, unless we consent in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent
permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our
stockholders, (iii) any action arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed
by the internal affairs doctrine. This exclusive forum provision would not apply to suits brought to enforce any liability or
duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction.
The enforceability of similar federal court choice of forum
provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible
that a court could find this type of provision to be inapplicable or unenforceable. If a court were to find either of the choice
of forum provisions contained in the Certificate to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions.
The choice of forum provisions may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees,
which may discourage such lawsuits against us and our directors, officers and other employees and result in increased costs for
investors to bring a claim.
Indemnification
The Certificate includes provisions that limit the liability
of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated
under the DGCL. Accordingly, our directors will not be personally liable for monetary damages for breach of their fiduciary duty
as directors, except for liabilities:
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for any breach of the director’s duty of loyalty to us or our stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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for unlawful payments of dividends or unlawful stock repurchases or redemptions, as provided under Section 174 of the DGCL;
or
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for any transaction from which the director derived an improper personal benefit.
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Any amendment or repeal of these provisions will require the
approval of the holders of shares representing at least two-thirds of the shares entitled to vote in the election of directors,
voting as one class. The Certificate and Bylaws provide that we will indemnify our directors and officers to the fullest extent
permitted by Delaware law. The Certificate and Bylaws also permit us to purchase insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions as its officer, director, employee or agent, regardless
of whether Delaware law would permit indemnification. We have entered into separate indemnification agreements with our directors
and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. We believe that the limitation of liability provision in the Certificate and the indemnification
agreements facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.
The limitation of liability and indemnification provisions in
the Certificate and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary
duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if
successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs
of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
DESCRIPTION
OF DEBT SECURITIES
This section describes the general terms and provisions of the
debt securities that we may offer under this prospectus, any of which may be issued as convertible or exchangeable debt securities.
We will set forth the particular terms of the debt securities it offer in a prospectus supplement. The extent, if any, to which
the following general provisions apply to particular debt securities will be described in the applicable prospectus supplement.
The following description of general terms relating to the debt securities and the indenture under which the debt securities will
be issued are summaries only and therefore are not complete. You should read the indenture and the prospectus supplement regarding
any particular issuance of debt securities.
The debt securities we may offer may be either senior debt securities,
senior subordinated debt securities or subordinated debt securities. We will issue any debt securities under an indenture to be
entered into between it and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will
include those stated in the indenture and any amendment or supplement thereto and those made part of the indenture by reference
to the Trust Indenture Act of 1939, or the Trust Indenture Act, as in effect on the date of the indenture. We have filed or will
file a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is included.
The following statements relating to the debt securities and
the indenture are summaries, qualified in their entirety by reference to the detailed provisions of the indenture and the final
form indenture which will be filed with a future prospectus supplement and any amendment or supplement thereto.
General
We can issue an unlimited amount of debt securities under the
indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will
describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will
file with the SEC.
The prospectus supplement will set forth, to the extent required,
the following terms of the debt securities in respect of which the prospectus supplement is delivered:
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the title of the series;
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the aggregate principal amount;
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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any limit on the aggregate principal amount;
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the date or dates on which principal is payable;
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the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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the place or places where principal and, if applicable, premium and interest, is payable;
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple
of that number;
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whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities
(as described below);
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the
principal amount of the debt securities;
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the currency of denomination;
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and
interest, will be made;
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies
or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments
will be determined;
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency
or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which
such amounts will be determined;
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the provisions, if any, relating to any collateral provided for such debt securities;
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any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture;
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any events of default, if not otherwise described below under “Defaults and Notice”;
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the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;
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any guaranties of the debt securities;
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other of our
indebtedness; and
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the terms and conditions, if any, pursuant to which the debt securities, in whole or in part, shall be defeasible.
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All debt securities of one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the consent of any holder, for issuances of additional
debt securities of that series with the same terms as the original debt securities of that series (other than the issue price and
the interest accrued prior to the issue date of the additional debt securities). We may issue discount debt securities that provide
for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities
in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we
issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations
and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may
issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we
do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign
currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
Exchange and/or Conversion Rights
We may issue debt securities which can be exchanged for or converted
into shares of our common stock or preferred stock. If we do, we will describe the terms of exchange or conversion in the prospectus
supplement relating to these debt securities.
Transfer and Exchange
We may issue debt securities that will be represented by either:
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“book-entry securities,” which means that there will be one or more global securities registered in the name of
a depositary or a nominee of a depositary; or
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“certificated securities,” which means that they will be represented by a certificate issued in definitive registered
form.
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We will specify in the prospectus supplement applicable to a
particular offering whether the debt securities offered will be book-entry or certificated securities.
Certificated Debt Securities
If you hold certificated debt securities issued under an indenture,
you may transfer or exchange such debt securities in accordance with the terms of the indenture. You will not be charged a service
charge for any transfer or exchange of certificated debt securities but may be required to pay an amount sufficient to cover any
tax or other governmental charge payable in connection with such transfer or exchange.
Global Securities
The debt securities of a series may be issued in the form of
one or more global securities that will be deposited with a depositary or its nominees identified in the prospectus supplement
relating to the debt securities. Unless and until it is exchanged in whole or in part for debt securities in definitive registered
form, a global security may not be registered for transfer or exchange except as a whole by the depositary for such global security
to a nominee of the depositary and except in the circumstances described in the prospectus supplement relating to the debt securities.
For more information, please see “Global Securities” below.
Protection in the Event of Change of Control
Any provision in an indenture that governs our debt securities
covered by this prospectus that includes any covenant or other provision providing for a put or increased interest or that would
otherwise afford holders of its debt securities additional protection in the event of a recapitalization transaction, a change
of control of Ocugen, or a highly leveraged transaction will be described in the applicable prospectus supplement.
Covenants
Unless otherwise indicated in this prospectus or the applicable
prospectus supplement, our debt securities may not have the benefit of any covenant that limits or restricts our business or operations,
the pledging of our assets or the incurrence by us of indebtedness. We will describe in the applicable prospectus supplement any
material covenants in respect of a series of debt securities.
Consolidation, Merger and Sale of Assets
We may agree in any indenture that governs the debt securities
of any series covered by this prospectus that it will not consolidate with or merge into any other person or convey, transfer,
sell or lease our properties and assets substantially as an entirety to any person, unless:
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we are the surviving entity of any such merger or consolidation or the entity formed by such merger or consolidation shall
be organized under the laws of the United States of America, or any state thereof or the District of Columbia, and shall expressly
assume by a supplemental indenture all of our obligations related to such debt securities; and
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immediately before and immediately after the merger or consolidation, no default or event of default shall have occurred and
be continuing.
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Notwithstanding the foregoing, the indenture may allow certain
transactions, including, but not limited to, a merger between us and our wholly owned subsidiary or a merger between us and our
affiliate for the purpose of converting the Company into a corporation under the laws of the United States of America, or any state
thereof or the District of Columbia, or for the purpose of creating or collapsing a holding company structure.
Defaults and Notice
The debt securities of any series will contain events of default
to be specified in the applicable prospectus supplement, which may include, without limitation:
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failure to pay the principal of, or premium, if any, on, any debt security of such series when due and payable (whether at
maturity, upon redemption, acceleration or otherwise);
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failure to make a payment of any interest on any debt security of such series when due and payable and such failure continues
for a period of 30 days;
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our failure to perform or observe any other covenants or agreements in the indenture with respect to the debt securities of
such series and such failure continues for a period of 60 days after written notice from the trustee or holders of 25% in the aggregate
principal amount of the then-outstanding debt securities of such series; and
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certain events relating to our or our significant subsidiaries’ bankruptcy, insolvency or reorganization.
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If an event of default with respect to debt securities of any
series shall occur and be continuing, we may agree that the trustee or the holders of at least 25% in aggregate principal amount
of the then-outstanding debt securities of such series may declare the principal amount of all debt securities of such series or
such other amount or amounts as the debt securities or supplemental indenture with respect to such series may provide, to be due
and payable immediately. Any provisions pertaining to events of default and any remedies associated therewith will be described
in the applicable prospectus supplement.
Any indenture that governs our debt securities covered by this
prospectus may require that the trustee under such indenture shall, within 90 days after the trustee knows of the occurrence of
a default, give to holders of debt securities of any series notice of all uncured defaults with respect to such series known to
it. However, except in the case of a default that results from the failure to make any payment of the principal of, or interest
or premium, if any, on the debt securities of any series, the trustee may withhold such notice if it in good faith determines that
the withholding of such notice is in the interest of the holders of debt securities of such series. Any terms and provisions relating
to the foregoing types of provisions will be described in further detail in the applicable prospectus supplement.
Any indenture that governs our debt securities covered by
this prospectus will contain a provision entitling the trustee to be indemnified by holders of debt securities before
instituting a proceeding or pursuing a remedy under the indenture at the request of such holders. Any such indenture may
provide that the holders of at least a majority in aggregate principal amount of the then-outstanding debt securities of any
series may direct the time, method and place of conducting any proceedings for any remedy available to the trustee, or of
exercising any trust or power conferred upon the trustee with respect to the debt securities of such series. However, the
trustee under any such indenture may decline to follow any such direction if, among other reasons, the trustee determines
that the actions or proceedings as directed may not lawfully be taken, would involve the trustee in personal liability or
would be unduly prejudicial to the holders of the debt securities of such series not joining in such direction.
Any indenture that governs our debt securities covered by this
prospectus may permit the holders of such debt securities to institute a proceeding with respect to such indenture, subject to
certain conditions, which will be specified in the applicable prospectus supplement and which may include that the holders of at
least 25% in aggregate principal amount of the debt securities of such series then-outstanding make a prior written request upon
the trustee to exercise its power under the indenture and offer reasonable indemnity to the trustee. Even so, such holders may
have an absolute right to receipt of the principal of, or premium, if any, and interest when due, to require conversion or exchange
of debt securities if such indenture provides for convertibility or exchangeability at the option of the holder and to institute
suit for the enforcement of such rights. Any terms and provisions relating to the foregoing types of provisions will be described
in further detail in the applicable prospectus supplement.
Modification of the Indenture
We and the trustee may modify any indenture that governs our
debt securities of any series covered by this prospectus with or without the consent of the holders of such debt securities, under
certain circumstances to be described in a prospectus supplement.
Defeasance; Satisfaction and Discharge
The prospectus supplement will outline the conditions under
which we may elect to have certain of our obligations under the indenture discharged and under which the indenture obligations
will be deemed to be satisfied.
Any indenture that governs our debt securities covered by this
prospectus may provide that we may discharge our obligations under such debt securities and the indenture with respect to such
debt securities if:
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either (A) there shall have been canceled by the trustee under the indenture, or delivered to the trustee for cancellation,
all debt securities of such series theretofore authenticated and delivered or (B) all such debt securities not theretofore delivered
to the trustee for cancellation have become due and payable or will become due and payable within one year or are to be called
for redemption within one year under irrevocable arrangements for the giving of notice of redemption by the trustee;
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we have irrevocably deposited or caused to be deposited with the trustee funds in an amount sufficient to pay and discharge
the entire indebtedness on the debt securities not theretofore delivered to the trustee for cancellation, for principal, premium,
if any, and interest to the maturity or date of redemption;
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we have paid all other sums payable by it under the indenture or deposited all other required sums with the trustee; and
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the deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement to
which we are a party or to which we are bound.
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Any indenture that governs our debt securities covered by this
prospectus may provide that we may be discharged from its obligations with respect to any debt securities, subject to certain exceptions.
Further, any indenture that governs our debt securities covered by this prospectus may provide that we may be released from our
obligations under certain sections of such indenture, subject to certain exceptions. In either case, such indenture may provide
that certain conditions must be satisfied prior to such discharge or release, including, but not limited to:
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we shall have irrevocably deposited with the trustee, in trust, for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities, (a) money,
(b) U.S. or foreign government obligations which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than the due date of any
payment, money, or (c) a combination thereof, in an amount sufficient to pay the entire indebtedness on such debt securities in
respect of principal, accrued interest and premium, if any;
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there shall be no continuing default or event of default with respect to such debt securities at the time of the deposit or
after giving effect thereto;
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there shall not be certain conflicting interest for purposes of the Trust Indenture Act;
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such actions shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument
to which we are bound;
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we shall have delivered a legal opinion relating to certain tax matters; and
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we shall have delivered a legal opinion and certain other certificates relating to the satisfaction of the required conditions.
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Regarding the Trustee
We will identify the trustee and any relationship that it may
have with such trustee, with respect to any series of debt securities, in the prospectus supplement relating to the applicable
debt securities. You should note that if the trustee becomes a creditor of the Company, the indenture and the Trust Indenture Act
limit the rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect
of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to
engage in, other transactions with us and our affiliates. If, however, the trustee acquires any “conflicting interest”
within the meaning of the Trust Indenture Act, it must eliminate such conflict or resign.
No Personal Liability of Directors, Officers, Employees
or Stockholders
None of our past, present or future directors, officers, employees
or stockholders, as such, will have any liability for any of its obligations under the debt securities or the indenture or for
any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder
waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt securities.
However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view
of the SEC that such a waiver is against public policy.
Governing Law
The indenture and the debt securities will be governed by, and
construed in accordance with, the internal laws of the State of New York.
DESCRIPTION
OF WARRANTS
The following description, together with the additional information
we may include in any applicable prospectus supplement and free writing prospectus, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock
or debt securities and may be issued in one or more series. We may issue warrants independently or together with other securities,
and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and the investors or a warrant agent. The following summary is subject to, and
qualified in its entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a
particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described
below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete
warrant agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any issue of warrants will be described
in the prospectus supplement relating to the issue. Those terms may include:
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the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and
the price at which such number of shares may be purchased upon such exercise;
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the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights)
of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the
warrants, which may be payable in cash, securities or other property;
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the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be
separately transferable;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants,
including anti-dilution provisions of the warrants, if any;
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the terms of any rights to redeem or call the warrants;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants
may not be continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination
of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities
exchange or market;
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U.S. federal income tax consequences applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement
of the warrants.
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Holders of equity warrants will not be entitled:
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to vote, consent or receive dividends;
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receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or
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exercise any rights as stockholders of Ocugen.
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Each warrant will entitle its holder to purchase the principal
amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable
as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
A holder of warrant certificates may exchange them for new warrant
certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office
of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt
securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased
upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or
to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised,
the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any
rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock,
if any.
DESCRIPTION
OF UNITS
We may issue units consisting of any combination of the other
types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates
that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank
or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement
relating to a particular series of units.
The following description, together with the additional information
included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus.
You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to
the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements
will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement
relating to units offered under this prospectus.
If we offer any units, certain terms of that series of units
will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a discussion of certain U.S. federal income tax considerations applicable to the units; and
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any other terms of the units and their constituent securities.
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GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we indicate differently in any applicable prospectus
supplement or free writing prospectus, each debt security, warrant and unit initially will be issued in book-entry form and represented
by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede
& Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited
circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by
the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York Banking Law;
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a “banking organization” within the meaning of the New York Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
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a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC holds securities that its participants deposit with DTC.
DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for
physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers,
including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of
its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants,
that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable
to DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by
or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of
the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases.
However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership
interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except
under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited
by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the
name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of
the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose
accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive
payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We
will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices
and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered
for payment, registration of transfer or exchange.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of
the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each direct participant in the securities of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will
consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible
after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus
proxy.
So long as securities are in book-entry form, we will make payments
on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately
available funds. If securities are issued in definitive certificated form under the limited circumstances described below and if
not otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we will
have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank
accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before
the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee
or other designated party.
Redemption proceeds, distributions and dividend payments on
the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants
to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of
participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of
redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and
disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers
of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities
and the indenture.
The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge
beneficial interests in securities.
DTC may discontinue providing its services as securities depositary
with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor
depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial owners of a particular series of
securities generally will not receive certificates representing their ownership interests in those securities. However, if:
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing
such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required
to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware
of DTC’s ceasing to be so registered, as the case may be;
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
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an event of default has occurred and is continuing with respect to such series of securities,
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we will prepare and deliver certificates for such securities
in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable
under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form
registered in the names that the depositary directs. It is expected that these directions will be based upon directions received
by the depositary from its participants with respect to ownership of beneficial interests in the global securities.
Euroclear and Clearstream
If so provided in the applicable prospectus supplement, you
may hold interests in a global security through Clearstream Banking S.A., or Clearstream, or Euroclear Bank S.A./N.V., as operator
of the Euroclear System, or Euroclear, either directly if you are a participant in Clearstream or Euroclear or indirectly through
organizations which are participants in Clearstream or Euroclear. Clearstream and Euroclear will hold interests on behalf of their
respective participants through customers’ securities accounts in the names of Clearstream and Euroclear, respectively, on
the books of their respective U.S. depositaries, which in turn will hold such interests in customers’ securities accounts
in such depositaries’ names on DTC’s books.
Clearstream and Euroclear are securities clearance systems in
Europe. Clearstream and Euroclear hold securities for their respective participating organizations and facilitate the clearance
and settlement of securities transactions between those participants through electronic book-entry changes in their accounts, thereby
eliminating the need for physical movement of certificates.
Payments, deliveries, transfers, exchanges, notices and other
matters relating to beneficial interests in global securities owned through Euroclear or Clearstream must comply with the rules
and procedures of those systems. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants
in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear
and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests in global securities
held through those systems only on days when those systems are open for business. Those systems may not be open for business on
days when banks, brokers and other institutions are open for business in the United States.
Cross-market transfers between participants in DTC, on the one
hand, and participants in Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with the DTC’s
rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries; however, such cross-market
transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear
or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities
through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in
Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.
Due to time zone differences, the securities accounts of a
participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be
credited, and any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the
securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the
settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global security by
or through a participant in Euroclear or Clearstream to a direct participant in DTC will be received with value on the
settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTC’s settlement date.
Other
The information in this section of this prospectus concerning
DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that we believe to be reliable,
but we do not take responsibility for this information. This information has been provided solely as a matter of convenience. The
rules and procedures of DTC, Clearstream and Euroclear are solely within the control of those organizations and could change at
any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control over those entities and none of us
takes any responsibility for their activities. You are urged to contact DTC, Clearstream and Euroclear or their respective participants
directly to discuss those matters. In addition, although we expect that DTC, Clearstream and Euroclear will perform the foregoing
procedures, none of them is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued
at any time. Neither we nor any agent of ours will have any responsibility for the performance or nonperformance by DTC, Clearstream
and Euroclear or their respective participants of these or any other rules or procedures governing their respective operations.
SELLING
SECURITYHOLDERS
Selling securityholders are persons or entities that, directly
or indirectly, have acquired or will from time to time acquire from us, our securities. If this prospectus is used by selling securityholders
for the resale of any securities registered under this registration statement pursuant to a registration rights agreement between
us and such selling securityholders or otherwise, information about such selling securityholders, their beneficial ownership of
our securities and their relationship with us will be set forth in a prospectus supplement.
PLAN OF
DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten
public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through
agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each time that we sell securities covered by this prospectus,
we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and
conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.
Offers to purchase the securities being offered by this prospectus
may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent
involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being
offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the securities
being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name
of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act
as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then
resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in
connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts
and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts
and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including
liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse
those persons for certain expenses.
Any common stock or preferred stock will be listed on the
Nasdaq Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the
offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which
involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising
their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to
dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the
securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at
any time.
We may engage in at the market offerings into an existing trading
market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use
securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock,
and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable
prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution
or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any
given offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions
with us, or perform services for us, in the ordinary course of business for which they receive compensation.
LEGAL MATTERS
Unless indicated otherwise in the applicable prospectus supplement,
the validity of the issuance of the securities offered hereby will be passed upon for us by Troutman Pepper Hamilton Sanders LLP.
As appropriate, legal counsel representing the underwriters, dealers or agents will be named in the accompanying prospectus supplement
and may opine to certain legal matters.
EXPERTS
The consolidated financial statements of Ocugen, Inc. appearing in Ocugen, Inc.’s Annual Report (Form 10-K) for the year ended December
31, 2020 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in accounting and auditing.
169,518 Shares of Common Stock issuable upon
exercise of Common Stock Purchase Warrants
PROSPECTUS SUPPLEMENT
August 6,
2021
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