UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 11, 2026
OCUGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36751 | 04-3522315 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
11 Great Valley Parkway
Malvern, Pennsylvania 19355
(484) 328-4701
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | OCGN | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 11, 2026, Ocugen, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually at 8:00 a.m. ET. At the Annual Meeting, a total of 139,628,075 shares of the Common Stock were represented virtually or by proxy.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting on June 11, 2026:
(a) Proposal 1 - Election of Two Class III Directors. The stockholders elected Kirsten Castillo, MBA, and Satish Chandran, Ph.D. to the Board of Directors of the Company (the “Board”) to serve as a director until the 2029 Annual Meeting of Stockholders and until their respective successor, if any, is elected and qualified, or until their earlier death, resignation, retirement, disqualification, or other removal, as follows:
| Name | For | Withheld | Broker Non-Votes | |||
| Kirsten Castillo, MBA | 56,242,944 | 8,476,217 | 74,908,914 | |||
| Satish Chandran, Ph.D. | 62,604,983 | 2,114,178 | 74,908,914 |
(b) Proposal 2 - Ratification of Independent Registered Public Accountant. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 136,784,245 | 1,002,550 | 1,841,280 | - |
(c) Proposal 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 49,968,948 | 13,245,090 | 1,505,123 | 74,908,914 |
(d) Proposal 4 - Approval, on an advisory basis, of the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. The stockholders voted to approve, on an advisory basis, a preferred frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers, as follows:
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | Broker Non-Votes | ||||
| 57,545,540 | 1,584,772 | 3,520,522 | 2,068,327 | 74,908,914 |
Based on the results of the vote, the Board has determined to hold an advisory vote on the compensation of the named executive officers of the Company every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.
| Item 8.01 | Other Events. |
As previously reported, effective May 8, 2026, the Company appointed Mohamed Genead, M.D., M.Sc., as Acting/Interim Chief Medical Officer. The Company appointed Dr. Genead as Chief Medical Officer effective as of June 11, 2026.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 11, 2026
| OCUGEN, INC. | ||
| By: | /s/ Shankar Musunuri | |
| Name: Shankar Musunuri | ||
| Title: Chairman, Chief Executive Officer, & Co-Founder | ||