Ocugen, Inc.

DEF 14A 1 ny20077846x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Ocugen, Inc.

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11 Great Valley Parkway

Malvern, PA 19355

SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 21, 2026

July 30, 2026

DEAR STOCKHOLDER:

As we continue advancing our mission to bring transformative gene therapies to patients with significant unmet medical needs, I want to thank you for your ongoing support and confidence in Ocugen.

Over the past several months, we have achieved important milestones that have strengthened our company and positioned us for future growth, including:

As the Company enters a critical stage of growth, we are asking shareholders to approve an amendment to our charter to increase the number of authorized shares of common stock by 250,000,000 shares.

This request reflects our commitment to creating long-term value for both patients and shareholders. We recognize that authorizing additional shares raises concerns about potential dilution, which is why we remain focused on pursuing partnerships and other alternative sources of capital that can support our growth while reducing reliance on equity financing.

We have made considerable progress, and with plans for three BLA submissions by 2028, we are closer than ever to becoming a commercial-stage biotechnology company. With your continued support, we can build on this momentum and create meaningful value for patients, shareholders, and all stakeholders.

On behalf of our Board of Directors and the entire Ocugen team, I encourage you to support the proposal to increase the number of authorized shares of common stock.

Thank you for your continued trust and partnership.

Sincerely,

​

Shankar Musunuri, Ph.D., MBA

Chairman of the Board, Chief Executive Officer and Co-Founder of Ocugen

This letter contains forward-looking statements with respect to Ocugen’s financial condition, business and prospects. Forward-looking statements can be identified by the use of such words as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential, “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, Ocugen’s future financial performance and cash runway, anticipated growth strategies, financing and partnership strategies, expectations regarding the definitive license and supply agreement to be entered into with Roots Pharmaceutical, timing of BLA submissions, descriptions of business initiatives and anticipated trends in Ocugen’s business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, these statements are based on current beliefs, expectations and assumptions regarding Ocugen’s business, strategies, projections, as well as anticipated events and trends. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Ocugen’s control, and Ocugen’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Ocugen undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting Ocugen, and some of the factors that could cause Ocugen’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Ocugen’s Annual Report on Form 10-K for the year ended December 31, 2025 and Ocugen’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.