Filed pursuant
to Rule 424(b)(5)
Registration
No. 333-237456
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 5,
2020)
$30,000,000
Common
Stock
We have entered
into an At Market Issuance Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc.,
each an Agent, and together, the Agents, relating to the sale of shares of our common stock, $0.01 par value per share, offered
by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, from time
to time we may offer and sell shares of our common stock having an aggregate offering price of up to $30,000,000 through the Agents
acting as our sales agents, pursuant to this prospectus supplement and the accompanying prospectus.
Our common
stock is listed on the Nasdaq Capital Market under the symbol “OCGN.” On August 13, 2020, the last reported sale price
of our common stock on the Nasdaq Capital Market was $0.623 per share.
Sales of
our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be an
“at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or
the Securities Act. Subject to the terms of the sales agreement, the Agents are not required to sell any specific number or dollar
amounts of securities, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading
and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any
escrow, trust or similar arrangement.
The Agents
will be entitled to compensation under the terms of the sales agreement at a fixed commission rate of 3.0% of the gross sales
price per share sold. In connection with the sale of our common stock on our behalf, each of the Agents will be deemed to be an
“underwriter” within the meaning of the Securities Act, and the compensation of the Agents will be deemed to be underwriting
commissions or discounts. We have also agreed to provide indemnification and contributions to the Agents against certain civil
liabilities, including liabilities under the Securities Act. See “Plan of Distribution.”
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-6 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 14, 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus
supplement and the accompanying prospectus relate to an offering of our common stock. Before buying any of the common stock that
we are 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 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.
We have
not, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., each an Agent, and together, the Agents, have not,
authorized anyone 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. We and the Agents take no 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. 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 is a part 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 referred to in this prospectus supplement appear without the ® symbol, 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. All trademarks, service marks and tradenames 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,” the “combined
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), references to “Histogenics” refer to the Company prior to the completion of the Merger, references
to “Former Ocugen” refer to Ocugen, Inc., a privately held corporation prior to the completion of the Merger,
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 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-6 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 discovering, developing and commercializing transformative therapies to cure blindness diseases.
Our cutting-edge
technology pipeline includes:
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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, with one product.
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Novel Biologic Therapy
for Retinal Diseases—We are developing OCU200, which is being developed to
treat diabetic macular edema, or DME, diabetic retinopathy, or DR, and wet age-related
macular degeneration, or AMD.
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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 involves a breakdown and loss of cells in the retina and can lead to visual impairment and blindness, affect over 1.5 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 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 U.S. Food and Drug Administration, or 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 PDE6B, mutation-associated RP. The third ODD, for the RHO gene mutation, was received in late July 2020. The
RHO mutation is one of the more common mutations that cause RP, representing about 12% of RP patients in the United States.
The fourth ODD, for the PDE6B gene mutation, was received in early August 2020. RP caused by PDE6B mutation is an
inherited retinal dystrophy that leads to blindness by midlife and is characterized by the progressive loss of photoreceptors,
with or without the loss of retinal pigment epithelium cells. We are planning to initiate two Phase 1/2a clinical trials for OCU400
in the second half of 2021. 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.
Novel Biologic Therapy
for Retinal Diseases
We are conducting
preclinical development for a novel biologic product candidate, OCU200. OCU200 is a novel fusion protein designed to treat DME,
DR and wet AMD. We expect to initiate a Phase 1/2a clinical trial for OCU200 in the first half of 2022. We plan to expand
the therapeutic applications of OCU200 beyond DME, DR and wet AMD to potentially include macular edema following retinal vein
occlusion and myopic choroidal neovascularization.
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 to Ocugen, Inc. and the business conducted by us became the business conducted
by OpCo.
Our common
stock is listed on the Nasdaq Capital Market under the symbol “OCGN.” Our global headquarters are located at 5 Great
Valley Parkway, Suite 160, Malvern, PA 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
Issuer
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Ocugen, Inc.
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Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $30,000,000
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Manner
of offering
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Sales
of shares of our common stock under this prospectus supplement may be made by any method deemed to be an “at the market
offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Subject to the terms of the
sales agreement, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., and each an Agent, and together, the Agents,
will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market, on mutually agreeable
terms between the Agents and us. See “Plan of Distribution” on page S-12 of this prospectus
supplement.
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Common
stock outstanding immediately following the offering
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183,160,737
shares, assuming sales of 48,154,093 shares of our common stock in this offering at an offering price of $0.623 per share,
which was the last reported sale price of our common stock on the Nasdaq Capital Market on August 13, 2020. The actual number
of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at which such
sales occur.
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Use
of Proceeds
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Pursuant
to the terms of our outstanding senior promissory notes, or Senior Notes, we are required, on a monthly basis during the term
of this offering, to use a specified percentage of the net proceeds we receive from this offering to redeem outstanding amounts
under the Senior Notes each month, until such notes are paid in full. The required percentage is 20% with respect to sales
of our common stock made on or prior to August 22, 2020, and after such date, the required percentage is 30%. After using
the applicable percentage of net proceeds from this offering each month to redeem amounts under our outstanding Senior Notes,
we intend to use the balance of the net proceeds from this offering for working capital and general corporate purposes, which
may include capital expenditures and research and development and general and administrative expenses. See “Use of Proceeds”
on page S-9 of this prospectus supplement.
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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-6 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.
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Nasdaq
Capital Market symbol
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OCGN
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The above
discussion and table are based on 135,006,644 shares of our common stock outstanding as of June 30, 2020, and exclude
as of that date:
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4,503,961
shares of common stock issuable upon the exercise of outstanding stock options as of
June 30, 2020 at a weighted-average exercise price of $1.02 per share;
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202,196
shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan
as of June 30, 2020, as well as any annual automatic increases in the number of shares
of our common stock reserved for issuance under this plan;
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242,858
shares of common stock reserved for future issuance under our 2014 Stock Option Plan
as of June 30, 2020;
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870,020
shares of common stock issuable upon the exercise of warrants outstanding as of June
30, 2020 at a weighted-average exercise price of $5.67 per share; and
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56
shares of common stock issuable upon conversion of preferred stock.
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RISK
FACTORS
Investing
in our common stock involves a high degree of risk. You should carefully review the risks and uncertainties described below and
discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated by our quarterly, annual and other reports and documents that are incorporated by reference into this prospectus
supplement, before deciding whether to purchase any common stock in this offering. Each of the risk factors could adversely affect
our business, operating results, financial condition and prospects, as well as adversely affect the value of an investment in
our common stock, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional
risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.
Additional Risks Related to
This Offering
We have broad discretion
in how we use the net proceeds from this offering, and we may not use these proceeds effectively or in ways with which you agree.
Other than
the use of a percentage of the net proceeds of this offering to redeem amounts under our outstanding senior notes, or Senior Notes,
we have not designated any portion of the net proceeds from this offering to be used for any particular purpose, other than the
repayment, if any, of the Senior Notes. Our management will have broad discretion as to the application of the net proceeds from
this offering and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may
not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may
use the net proceeds for corporate purposes that may not increase the market price of our common stock. See “Use of Proceeds”
in this prospectus supplement for a more detailed information.
You may experience immediate
and substantial dilution.
The offering
price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this
offering. Assuming that an aggregate of 48,154,093 shares of our common stock are sold at a price of $0.623 per share pursuant
to this prospectus supplement, which was the last reported sale price of our common stock on the Nasdaq Capital Market on August
13, 2020, for aggregate gross proceeds of $30,000,000, after deducting commissions and estimated aggregate offering expenses payable
by us, you would experience immediate dilution of $0.38 per share, representing the difference between our as adjusted net tangible
book value per share as of June 30, 2020 after giving effect to this offering and the assumed offering price. The exercise of
outstanding stock options and warrants may result in further dilution of your investment. See “Dilution” in this prospectus
supplement for a more detailed illustration of the dilution you would incur if you participate in this offering.
You may experience future
dilution as a result of future equity offerings.
In order
to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible
into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell
shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors
in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.
The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common
stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering.
It is not possible to predict
the aggregate proceeds resulting from sales made under the sales agreement.
Subject to
certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice
to Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., each an Agent, and together, the Agents, at any time throughout
the term of the At Market Issuance Sales Agreement, or sales agreement. The number of shares that are sold through the Agents
after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock
during the sales period, any limits we may set with the Agents in any applicable placement notice and the demand for our common
stock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it is not currently
possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement.
The common stock offered
hereby may be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different
prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different
levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary
the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of
directors or any restrictions we may place in any applicable placement notice delivered to the Agents, there is no minimum or
maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they
purchase in this offering as a result of sales made at prices lower than the prices they paid.
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, 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 preclinical programs,
particularly in light of the potential economic impact and market disruption caused by the ongoing COVID-19 pandemic;
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our ability to operate under increased leverage and associated lending covenants;
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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 product
candidates, once approved, 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
and foreign countries;
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the uncertainties associated with the clinical development and regulatory approval of product candidates, including potential
delays in the commencement, enrollment and completion of clinical trials;
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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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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 U.S. Drug Enforcement Agency 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
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 may issue and sell shares of our
common stock having aggregate sales proceeds of up to $30,000,000 from time to time. Because there is no minimum offering
amount required pursuant to the At Market Issuance Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co. and
Oppenheimer & Co. Inc., each an Agent, and together, the Agents, the actual total public offering amount, commissions and proceeds to us, if any,
are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which
such sales occur. There can be no assurance that we will sell any shares under or fully utilize the sales agreement with the
Agents as a source of financing.
Pursuant to the terms of our outstanding
senior notes, or Senior Notes, we are required, on a monthly basis during the term of this offering, to use a specified percentage
of the net proceeds we receive from this offering to redeem outstanding amounts under the Senior Notes each month, until such notes
are paid in full. The required percentage is 20% with respect to sales of our common stock made on or prior to August 22,
2020, and after such date, the required percentage is 30%. After using the applicable percentage of net proceeds from this offering
to redeem amounts under Senior Notes each month, we intend to use the balance of the net proceeds from this offering for working
capital and general corporate purposes, which may include capital expenditures and research and development and general and administrative
expenses. We may also use a portion of the net proceeds from this offering to acquire or invest in businesses, products and technologies
that are complementary to our own, although we have no current plans, commitments or agreements with respect to any such acquisitions
or investments as of the date of this prospectus supplement.
Our expected use of net proceeds, if any,
from the sale of shares of common stock pursuant to the sales agreement with the Agents represents our intentions based upon our
present plans and business conditions, which could change in the future as our plans and business conditions evolve. The amount
and timing of our actual expenditures will depend upon numerous factors, including the results of our research and development
efforts, the timing and success of preclinical studies and clinical trials we may commence in the future, the timing of regulatory
submissions and the feedback from regulatory authorities. We have not determined the amount of net proceeds to be used specifically
for such purposes and, as a result, management will retain broad discretion over the allocation of net proceeds, if any.
DILUTION
If you invest in our common stock in this
offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price
per share and the as adjusted net tangible book value per share of our common stock after this offering.
As of June 30, 2020, our net tangible book
value was approximately $14.6 million, or $0.11 per share. We calculate net tangible book value per share by dividing the
net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock.
Dilution with respect to net tangible book value per share represents the difference between the portion of the amount per share
paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of our common stock immediately
after giving effect to this offering.
After giving effect to the assumed sale
by us of shares of our common stock in the aggregate amount of $30,000,000 in this offering at an assumed offering price of $0.623
per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on August 13, 2020, and after
deducting commissions and estimated aggregate offering expenses payable by us, our net tangible book value as of June 30, 2020
would have been approximately $43.7 million, or $0.24 per share of common stock. This represents an immediate increase in net tangible
book value per share of $0.13 to our existing stockholders and an immediate dilution in net tangible book value per share of $0.38
to new investors purchasing common stock in this offering. The following table illustrates this dilution on a per share basis to
new investors participating in this offering.
Assumed offering price per share
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$
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0.62
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Net tangible book value per share as of June 30, 2020
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|
$
|
0.11
|
|
|
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Increase in net tangible book value per share attributable to this offeirng
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$
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0.13
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As adjusted net tangible book value per share after giving effect to this offering
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|
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$
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0.24
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Dilution per share to new investors in this offering
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|
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$
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0.38
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The
table above assumes, for illustrative purposes, that an aggregate of 48,154,093 shares of our common stock are sold at
a price of $0.623 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on August 13, 2020,
for aggregate gross proceeds of $30,000,000. The shares sold in this offering, if any, will be sold from time to time at various
prices. An increase of $0.10 per share in the price at which the shares are sold from the assumed offering price of $0.62 per
share shown in the table above, assuming all of our common stock in the aggregate amount of $30,000,000 during the term of the
At Market Issuance Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., each
an Agent, and together the Agents, is sold at that price, would increase our as adjusted net tangible book value per share after
the offering to $0.25 per share and would increase the dilution in net tangible book value per share to new investors to $0.47
per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.10 per share
in the price at which the shares are sold from the assumed offering price of $0.62 per share shown in the table above, assuming
all of our common stock in the aggregate amount of $30,000,000 during the term of the sales agreement with the Agents is sold
at that price, would decrease our as adjusted net tangible book value per share after the offering to $0.23 per share and would
decrease the dilution in net tangible book value per share to new investors to $0.29 per share, after deducting commissions and
estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only and may differ
based on the actual offering price and the actual number of shares offered.
The above discussion and table are based
on 135,006,644 shares of our common stock outstanding as of June 30, 2020, and exclude as of that date:
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4,503,961 shares of common stock issuable upon the exercise of outstanding stock options as of June 30, 2020 at a weighted-average
exercise price of $1.02 per share;
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202,196 shares of common stock reserved for future issuance under our 2019 Equity Incentive Plan as of June 30, 2020, as well
as any annual automatic increases in the number of shares of our common stock reserved for issuance under this plan;
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242,858 shares of common stock reserved for future issuance under our 2014 Stock Option Plan as of June 30, 2020;
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•
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870,020 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2020 at a weighted-average
exercise price of $5.67 per share; and
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•
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56 shares of common stock issuable upon conversion of preferred stock.
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To the extent that outstanding options or
warrants are exercised, investors purchasing shares in this offering could experience further dilution. In addition, we may choose
to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for
our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible
debt securities, the issuance of these securities could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We have entered into an At Market Issuance
Sales Agreement, or sales agreement, with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., each an Agent, and together
the Agents, under which from time to time we may issue and sell shares of our common stock having an aggregate gross sales price
of up to $30,000,000 through the Agents acting as sales agents. Sales of the shares of common stock, if any, may be made on the
Nasdaq Capital Market at market prices and such other sales as agreed upon by us and the Agents. We have filed the sales agreement
as an exhibit to a Current Report on Form 8-K, which is incorporated by reference in this prospectus.
Upon delivery of a placement notice and
subject to the terms and conditions of the sales agreement, the Agents may offer and sell shares of our common stock by any method
permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended, or the Securities Act. We may instruct the Agents not to sell common stock if the sales cannot be effected
at or above the price designated by us from time to time. We or the Agents may suspend or terminate this offering of our common
stock upon notice and subject to other conditions.
We will pay the Agents commissions, in cash,
for their services in acting as sales agents in the sale of our common stock. The Agents will be entitled to a commission of 3.0%
of the gross sales price per share sold under the sales agreement. Because there is no minimum offering amount required as a condition
to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this
time. We have also agreed to reimburse a portion of the Agents’ expenses, including legal fees, in connection with this offering
up to a maximum of $15,000. We estimate that the total expenses for the offering, excluding commissions and expense reimbursement
payable to the Agents under the terms of the sales agreement, will be approximately $55,000.
Settlement for sales of shares of our common
stock will occur on the second trading day following the date on which any sales are made (or such earlier day as is industry practice
for regular-way trading), or on some other date that is agreed upon by us and the Agents in connection with a particular transaction,
in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement. Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository
Trust Company or by such other means as we and the Agents may agree upon.
The Agents will act as our sales agents
and use commercially reasonable efforts, consistent with its normal trading and sales practices. In connection with the sale of
the common stock on our behalf, each of the Agents will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have agreed to
provide indemnification and contribution to the Agents against certain civil liabilities, including liabilities under the Securities
Act.
The offering of shares of our common stock
pursuant to the sales agreement will terminate upon the earlier of (1) the sale of all shares of our common stock subject to the
sales agreement, or (2) termination of the sales agreement as permitted therein. We and the Agents may each terminate the sales
agreement at any time upon ten days’ prior notice.
The Agents and their affiliates may in the
future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which
services they may in the future receive customary fees. To the extent required by Regulation M, the Agents will not engage in any
market making activities involving our common stock while the offering is ongoing under this prospectus.
This prospectus in electronic format may
be made available on a website maintained by the Agents and the Agents may distribute this prospectus electronically.
LEGAL MATTERS
The validity of the issuance of the
common stock offered by this prospectus supplement will be passed upon for us by Troumant Pepper Hamilton Sanders LLP,
Philadelphia, Pennsylvania. Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., are being represented in connection
with this offering by Goodwin Procter LLP, New York, New York.
EXPERTS
The consolidated financial statements of
Ocugen, Inc. appearing in Ocugen, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2019
have been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm, as set
forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about
the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements)
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 Securities and Exchange
Commission, or SEC, a registration statement on Form S-3 under the Securities Act of 1933, as amended, with respect to the
shares of common stock we are 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 of 1934, or 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 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 quarters ended March 31, 2020 and June 30, 2020, filed with the SEC on
May 8, 2020 and August 14, 2020, respectively;
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our Current Reports on Form 8-K, filed with the SEC on January 3, 2020, April 9, 2020, April 22, 2020,
May 1, 2020, May 8, 2020, June 1, 2020, June 12, 2020, June 16, 2020, July 28, 2020, August 10, 2020 and August 14, 2020;
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
5 Great Valley Parkway, Suite 160
Malvern, Pennsylvania, 19355
(484) 328-4701
PROSPECTUS
$75,000,000
Common
Stock
Preferred
Stock
Debt Securities
Warrants
Units
We may offer and sell up to $75,000,000
in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides a general
description of the securities that we may offer and sell.
Each time that we offer securities under
this prospectus, we will provide the specific terms of the securities offered, including the public offering price, in a supplement
to this prospectus. 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. 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 26, 2020, the closing sale price of our common stock
on NASDAQ was $0.35 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.
As of March 26, 2020, the aggregate
market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3
was approximately $29.2 million, which is based on 46,397,047 shares of common stock held by non-affiliates as of such date
and a price of $0.63 per share, the closing price of our common stock on January 28, 2020. Pursuant to General Instruction I.B.6
of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part
with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period,
so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. As of the date hereof,
we have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior
to and including the date of this prospectus.
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 May 5, 2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration
process. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings,
up to a total dollar amount of $75,000,000 of any combination of the securities described in this prospectus. This prospectus provides
you only with a general description of the securities that we may offer and sell. Each time securities are offered and sold under
this shelf registration statement, we will provide a prospectus supplement that will contain specific information about the terms
of those securities and the 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.
We have not 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,” the “combined 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), references to “Histogenics”
refer to the Company prior to the completion of the Merger, references to “Former Ocugen” refer to Ocugen, Inc.,
a privately held corporation prior to the completion of the Merger, and references to “OpCo” refer to Ocugen OpCo, Inc.,
the Company’s wholly owned subsidiary following the Merger. See “About Ocugen, Inc.—Company Information.”
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. 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:
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
5 Great Valley Parkway, Suite 160
Malvern, Pennsylvania, 19355
(484) 328-4701
ABOUT OCUGEN, INC.
Overview
We are a clinical-stage biopharmaceutical
company focused on discovering, developing and commercializing transformative therapies to treat the whole eye.
We are focused on three waves of technological
innovations that target the back and front of the eye:
Potential therapies that target the back
of the eye:
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Modifier Gene Therapy Platform—Based on nuclear hormone receptors, we believe our gene therapy platform has the
potential to address many retinal diseases, including retinitis pigmentosa, or RP, with one product.
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Novel Biologic Therapies for Retinal Diseases—We are developing OCU200, which is being developed to treat diabetic
macular edema, or DME, diabetic retinopathy, or DR, and wet age-related macular degeneration, or wet AMD.
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Potential therapy that targets the front
of the eye:
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Small Molecule Phase 3 Rare Disease Asset—Our OCU300 product candidate is in Phase 3 clinical development
for the treatment of symptoms associated with ocular graft-versus-host disease, or oGVHD.
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Modifier Gene Therapy Platform
We are developing a 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. Our modifier gene therapy platform is based on nuclear hormone receptors, or 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 affect over 1.5 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. OCU400 has the potential to eliminate the
need for developing more than 150 individual products and provide one treatment option for all RP patients. Our first gene therapy
candidate, OCU400, received two orphan drug designations, or ODDs, from the Food and Drug Administration, or FDA, one for the treatment
of NR2E3 mutation-associated retinal diseases and the other for the treatment of CEP290 mutation-associated retinal
diseases. We are planning to initiate a Phase 1/2a clinical trial for OCU400 in 2021. Our second gene therapy candidate, OCU410,
is being developed to utilize the nuclear receptor genes RAR-related orphan receptor A for the treatment of dry age-related macular
degeneration, or dry AMD. This candidate is currently in preclinical development.
Novel Biologic Therapies for Retinal Diseases
We are conducting preclinical development
for a novel biologic product candidate, OCU200. OCU200 is a novel fusion protein designed to treat DME, DR and wet AMD. We expect
to initiate a Phase 1/2 clinical trial for OCU200 within the next two years. We plan to expand the therapeutic applications
of OCU200 beyond DME, DR and wet AMD to potentially include macular edema following retinal vein occlusion and myopic choroidal
neovascularization.
Small Molecule Phase 3 Rare Disease Asset
We are also developing OCU300, which is
a small molecule therapeutic currently in Phase 3 clinical development for patients with oGVHD. OCU300 is a brimonidine tartrate
eye drop formulated as a topical nanoemulsion. As of March 1, 2020, we had completed over 70% of planned enrollment of our
Phase 3 clinical trial for OCU300. OCU300 has received ODD from the FDA, and it is the first and only product candidate to
receive that designation for the treatment of symptoms associated with oGVHD. oGVHD, a severe chronic autoimmune disease that occurs
in up to 60% of patients receiving hematopoietic stem cell transplantation from donors, referred to as allogeneic HSCT, can result
in light sensitivity, excessive ocular redness, severe ocular pain and, ultimately, vision impairment. We estimate the current
prevalence of patients suffering from oGVHD in the United States to be approximately 63,000. OCU300 is formulated using our proprietary
nanoemulsion technology, OcuNanoE™—Ocugen’s ONE Platform™, or OcuNanoE™, which we believe represents
an effective drug delivery mechanism to treat ocular surface disorders. We believe that OcuNanoE™ provides additional protection
to the ocular surface and the potential for enhanced efficacy compared to traditional formulations. OcuNanoE™ nanoemulsion
was developed to decrease the drainage rate, prolong precorneal residence time and increase the drug concentration in the lacrimal
gland, which is critical for tear film production. We are the first and only company to use nanoemulsion technology in the ophthalmology
space.
Company Information
On September 27, 2019, we completed
our reverse merger, or the Merger, with Ocugen OpCo Inc. (formerly known as Ocugen, Inc., or Former Ocugen) in accordance
with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, by and among Former Ocugen,
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 Former Ocugen, with Former Ocugen surviving as our wholly owned subsidiary. Immediately
after completion of the Merger, we changed our name to Ocugen, Inc. and the business conducted by us became the business conducted
by Former Ocugen.
Our common stock is listed on The NASDAQ
Capital Market under the symbol “OCGN.” Our global headquarters are located at 5 Great Valley Parkway, Suite 160,
Malvern, PA 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 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, 2019, 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 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
and foreign countries;
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the uncertainties associated with the clinical development and regulatory approval of product candidates, including potential
delays in the commencement, enrollment and completion of clinical trials;
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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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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 U.S. Drug Enforcement Agency compliance and other relevant regulatory authorities;
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our ability to operate under increased leverage and associated lending covenants; 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.
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, 2019, (i) our
capital stock was held of record by 38 stockholders and (ii) there were 52,625,228 shares of common stock outstanding, 7 shares
of preferred stock outstanding, warrants to purchase an aggregate of 9,643,948 shares of common stock outstanding, and options
to purchase an aggregate of 731,189 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 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, 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 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 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.
Pre-Merger Financing Warrants
Immediately prior to the Merger, Histogenics
and Former Ocugen completed a previously announced private placement transaction with certain accredited investors, or the Investors,
pursuant to that certain Securities Purchase Agreement dated June 13, 2019, as amended, or the Securities Purchase Agreement,
by and among the Company, Former Ocugen and the Investors for an aggregate purchase price of approximately $25.0 million,
or the Pre-Merger Financing, whereby, among other things, we agreed to issue on the fifth trading day following the consummation
of the Merger, (a) Series A Warrants representing the right to acquire shares of our common stock up to the amount issuable
in exchange for 200% of the initial shares of common stock plus the additional shares placed into escrow, without giving effect
to any limitation on delivery contained in the Securities Purchase Agreement, purchased by the holder, or the Series A Warrants,
(b) additional Series B warrants to purchase shares of our common stock, or the Series B Warrants, and (c) Series C
warrants to purchase 50 million shares of our common stock, or the Series C Warrants. Collectively, the Series A
Warrants, Series B Warrants and Series C Warrants are referred to hereinafter as the Pre-Merger Financing Warrants. On
October 4, 2019, pursuant to the Securities Purchase Agreement, we issued the Pre-Merger Financing Warrants.
On November 5, 2019, we entered into
an agreement with each Investor that amends the terms of each of the Pre-Merger Financing Warrants held by each such Investor,
which amendments we refer to herein as the Warrant Amendments. The terms of the Warrant Amendments are discussed further below.
As of December 31, 2019, (i) there
were Series A Warrants outstanding exercisable for 8,771,928 shares of common stock, (ii) there were Series B Warrants
outstanding exercisable for 1,000 shares of common stock; and (iii) there were Series C Warrants outstanding exercisable
for 1,000 shares of common stock.
Series A Warrants
The Series A Warrants were issued at
an initial exercise price of $7.13, were immediately exercisable upon issuance and have a term of 60 months from the date
of issuance.
The Series A Warrants provide that
if we issue or sell, enter into a definitive, binding agreement pursuant to which we are required to issue or sell or are deemed,
pursuant to the provisions of the Series A Warrants, to have issued or sold, any shares of common stock for a price per share
lower than the exercise price then in effect, or a Dilutive Issuance, subject to certain limited exceptions, then (i) the
exercise price of the Series A Warrants shall be reduced to such lower price per share and (ii) the number of shares
issuable upon exercise of the Series A Warrants shall be increased to the number of shares of common stock determined by multiplying
(a) the exercise price in effect immediately prior to such Dilutive Issuance by (b) the number of shares of common stock
issuable upon exercise of the Series A Warrants immediately prior to such Dilutive Issuance (without giving effect to any
limitation on exercise contained therein), and dividing the product thereof by the exercise price resulting from such Dilutive
Issuance.
Pursuant to the Series A Warrants,
we have agreed not to enter into, allow or be party to certain fundamental transactions, generally including any merger with or
into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our
common stock, or a Fundamental Transaction, until the 45th trading day immediately following the earlier to occur of (i) the
first date on which the holders can sell all the shares issuable upon exercise of the Series A Warrants and the Series B
Warrants without restriction or limitation pursuant to Rule 144 under the Securities Act of 1933, as amended, or the Securities
Act, and without the requirement to be in compliance with Rule 144(c)(1) and (ii) October 4, 2020 (such earlier
date is referred to hereinafter as the Reservation Date). Thereafter, we have agreed not to enter into or be party to a Fundamental
Transaction unless the successor entity in such transaction assumes in writing all of our obligations under the Series A Warrants
and the other Pre-Merger Financing documents, including agreements, if so requested by the holder, to deliver to each holder of
the Series A Warrants in exchange for such Series A Warrants a security of the successor entity evidenced by a written
instrument substantially similar in form and substance to the Series A Warrant, exercisable for the same securities and/or
other property as would have been paid for the common stock issuable upon exercise of the unexercised portion of the Series A
Warrant as if such common stock was outstanding on and as of the closing of such Fundamental Transaction, subject to further adjustment
from time to time in accordance with the provisions of the Series A Warrant. Any security issuable or potentially issuable
to the holder pursuant to the terms of the Series A Warrants on the consummation of a Fundamental Transaction must be registered
and freely tradable by the holder without any restriction or limitation or the requirement to be subject to any holding period
pursuant to any applicable securities laws.
Additionally, at the request of a holder
delivered before the 90th day after the consummation of a Fundamental Transaction, we or the successor entity must purchase
such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the day immediately following
the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced,
the date the Fundamental Transaction is consummated.
The Series A Warrants also contain
a “cashless exercise” feature that allows the holders to exercise the Series A Warrants without making a cash
payment in the event that there is no effective registration statement registering the shares issuable upon exercise of the Series A
Warrants. The Series A Warrants are subject to a blocker provision which restricts the exercise of the Series A Warrants
if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of our
common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, would beneficially own in excess of 4.99% or 9.99% of the outstanding common stock (including
the shares of common stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms
of the Series A Warrants.
If we fail to issue to a holder of Series A
Warrants the number of shares of common stock to which such holder is entitled upon such holder’s exercise of the Series A
Warrants, then we shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 2.0% of
the market value of the undelivered shares determined using any trading price of the common stock selected by the holder as in
effect at any time during the period from delivery of the exercise notice until the applicable share delivery date, and if the
holder purchases common stock in connection with such failure (such purchased common stock is referred to hereinafter as Series A
Buy-In Shares), then we must, at the holder’s discretion, reimburse the holder for the cost of such Series A Buy-In
Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the Series A
Buy-In Shares and the closing market price for shares of the common stock on the date of exercise.
Series B Warrants
The Series B Warrants have an exercise
price of $0.01. Pursuant to the Warrant Amendments, they were exercisable after the completion of a 10 trading-day period following
the effectiveness of a registration statement covering the resale of the common stock into which such warrants were exercisable.
The Series B Warrants will expire on the day following the later to occur of (i) the Reservation Date and (ii) the
date on which the Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained
therein) and no shares remain issuable thereunder.
The Series B Warrants include a provision
pursuant to which the number of shares issuable upon exercise of the Series B Warrants shall be increased during certain “Reset
Periods” (as defined in the Series B Warrants) pursuant to a formula based on the greater of (i) 80% of the arithmetic
average of the two lowest dollar volume-weighted average prices of a share of our common stock on NASDAQ during the applicable
Reset Period immediately preceding the applicable Reset Date to date and (ii) $1.00 (such greater price is referred to hereinafter
as the Reset Price). A Reset Period commenced on November 20, 2019, which, in accordance with the terms of the Warrant Amendments,
was the day following a ten trading-day period after the effectiveness of our Registration Statement on Form S-3 (333-234127).
As the dollar volume-weighted average prices of our common stock on NASDAQ was under $1.00 for the first two trading days of the
Reset Period, the Investors elected to advance the end of the Reset Period to November 21, 2019 and the number of shares issuable
upon exercise of the Series B Warrants was increased based on a Reset Price of $1.00. The reset resulted in an aggregate of
approximately 12.6 million additional shares of common stock becoming issuable upon exercise of the Series B Warrants.
Pursuant to the Series B Warrants,
we have agreed not to enter into, allow or be party to a Fundamental Transaction until the Reservation Date. Thereafter, we have
agreed not to enter into or be party to a Fundamental Transaction unless the successor entity in such transaction assumes in writing
all of our obligations under the Series B Warrants and the other Pre-Merger Financing documents, including agreements, if
so requested by the holder, to deliver to each holder of the Series B Warrants in exchange for such Series B Warrants
a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the Series B
Warrant, exercisable for the same securities and/or other property as would have been paid for the common stock issuable upon exercise
of the unexercised portion of the Series B Warrant as if such common stock was outstanding on and as of the closing of such
Fundamental Transaction, subject to further adjustment from time to time in accordance with the provisions of the Series B
Warrant. Any security issuable or potentially issuable to the holder pursuant to the terms of the Series B Warrants on the
consummation of a Fundamental Transaction must be registered and freely tradable by the holder without any restriction or limitation
or the requirement to be subject to any holding period pursuant to any applicable securities laws.
The Series B Warrants also contain
a “cashless exercise” feature that allows the holders to exercise the Series B Warrants without making a cash
payment. The Series B Warrants are subject to a blocker provision which restricts the exercise of the Series B Warrants
if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial ownership of our
common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would beneficially
own in excess of 4.99% or 9.99% of the outstanding common stock (including the shares of common stock issuable upon such exercise).
If we fail to issue to a holder of Series B
Warrants the number of shares of common stock to which such holder is entitled upon such holder’s exercise of the Series B
Warrants, then we shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 2.0% of
the market value of the undelivered shares determined using any trading price of the common stock selected by the holder as in
effect at any time during the period from delivery of the exercise notice until the applicable share delivery date, and if the
holder purchases shares of common stock in connection with such failure (such purchased common stock is referred to hereinafter
as Series B Buy-In Shares), then we must, at the holder’s discretion, reimburse the holder for the cost of such Series B
Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the
Series B Buy-In Shares and the closing market price for shares of our common stock on the date of exercise.
Series C Warrants
Pursuant to the Warrant Amendments, the
Series C Warrants were exercisable in the aggregate for up to 20 million shares of common stock. The Warrant Amendments
permitted the Investors, in lieu of making any cash payment otherwise contemplated to be made to us upon the exercise of the Series C
Warrants, to elect instead to receive upon such exercise up to 20 million shares of common stock. The outstanding Series C
Warrants will expire upon the 45th trading day immediately following the earlier to occur of (i) the date the holder
can sell all shares issuable upon exercise of the Series C Warrants pursuant to Rule 144 without restriction or limitation
and without the requirement to be in compliance with Rule 144(c)(1) and (ii) October 4, 2020, provided that if such
date falls on a holiday, then the next day that is not a holiday.
Pursuant to the Series C Warrants,
we have agreed not to enter into, allow or be party to a Fundamental Transaction until the Reservation Date. Thereafter, we agreed
not to enter into or be party to a Fundamental Transaction unless the successor entity in such transaction assumes in writing all
of our obligations under the Series C Warrants and the other Pre-Merger Financing documents, including agreements, if so requested
by the holder, to deliver to each holder of the Series C Warrants in exchange for such Series C Warrants a security of
the successor entity evidenced by a written instrument substantially similar in form and substance to the Series C Warrant,
exercisable for the same securities and/or other property as would have been paid for the common stock issuable upon exercise of
the unexercised portion of the Series C Warrant as if such common stock was outstanding on and as of the closing of such Fundamental
Transaction, subject to further adjustment from time to time in accordance with the provisions of the Series C Warrant. Any
security issuable or potentially issuable to the holder pursuant to the terms of the Series C Warrants on the consummation
of a Fundamental Transaction must be registered and freely tradable by the holder without any restriction or limitation or the
requirement to be subject to any holding period pursuant to any applicable securities laws.
The Series C Warrants are subject to
a blocker provision which restricts the exercise of the Series C Warrants if, as a result of such exercise, the holder, together
with its affiliates and any other person whose beneficial ownership of our common stock would be aggregated with the holder’s
for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% of the outstanding common
stock (including the shares of the common stock issuable upon such exercise).
If we fail to issue to a holder of Series C
Warrants the number of shares of common stock to which such holder is entitled upon such holder’s exercise of the Series C
Warrants, then we shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 2.0% of
the market value of the undelivered shares determined using any trading price of the common stock selected by the holder as in
effect at any time during the period from delivery of the exercise notice until the applicable share delivery date, and if the
holder purchases shares of common stock in connection with such failure (such purchased common stock is referred to hereinafter
as Series C Buy-In Shares), then we must, at the holder’s discretion, reimburse the holder for the cost of such Series C
Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for the
Series C Buy-In Shares and the closing market price for shares of our common stock on the date of exercise.
Registration Rights
In connection with the Pre-Merger Financing,
we entered into the Registration Rights Agreement with the Investors. Pursuant to the Registration Rights Agreement, we are required
to file an initial resale registration statement with respect to shares of our capital stock held by or issuable to the Investors,
or the Registrable Securities, within 10 days of the closing of the Pre-Merger Financing. Such registration statement became
effective on November 5, 2019. Additionally, we are required to file additional resale registration statements with respect
to the Registrable Securities within 30 days of each End Reset Date, to the extent that such Registrable Securities are not
already registered for resale on a prior registration statement. We will be required to use commercially reasonable efforts to
maintain the effectiveness of these registration statements until the Registrable Securities covered by these registration statements
have been disposed of or are no longer Registrable Securities.
If we fail to file and obtain and maintain
effectiveness of the resale registration statements required under the Registration Rights Agreement or fail, subject to limited
grace periods, to maintain the effectiveness of the resale registration statements, then we shall be obligated to pay to each affected
holder of Registrable Securities an amount equal to 2.0% of the aggregate purchase price of such Investor’s Registrable Securities
whether or not included in such registration statement on each of the day of such failure and on every thirtieth day thereafter
(pro-rated for periods of less than 30 days) until the date such failure is cured.
These registration rights granted under
the Registration Rights Agreement are subject to certain conditions and limitations, including our right to delay or withdraw a
registration statement under certain circumstances. The registration rights granted in the Registration Rights Agreement are subject
to customary indemnification and contribution provisions.
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.
We may offer under this prospectus up to
$75,000,000 aggregate principal amount of secured or unsecured debt securities, or if debt securities are issued at a discount,
or in a foreign currency or composite currency, such principal amount as may be sold for a public offering price of up to $75,000,000.
The debt securities 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 may issue the debt securities 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
We may issue warrants for the purchase of
shares of our common stock or preferred stock or of debt securities. 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 of
material provisions of the warrants and warrant agreements are subject to, and qualified in their 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.
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, Philadelphia, Pennsylvania. 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, 2019 have been
audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report, thereon
(which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to
continue as a going concern as described in Note 1 to the consolidated financial statements) 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.
$30,000,000
Common
Stock
PROSPECTUS SUPPLEMENT
August 14, 2020
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