Ocugen, Inc.

To assist you in reviewing these proposals, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement in full.

GENERAL INFORMATION

VOTING MATTERS AND VOTING RECOMMENDATIONS

BACKGROUND

The Board has unanimously approved, subject to stockholder approval, an amendment to our Charter to increase the number of authorized shares of common stock by 250,000,000 shares of common stock, from 390,000,000 to 640,000,000 shares of common stock (the “Authorized Shares Amendment”). The Authorized Shares Amendment will not change the number of authorized shares of preferred stock, which currently consists of 10,000,000 shares of preferred stock. The additional shares of common stock authorized for issuance by the Authorized Shares Amendment would be a part of the existing class of common stock and, if and when issued, would have the same rights, powers and privileges as the common stock presently issued and outstanding. As of the Record Date, we had 339,110,401 shares of common stock issued and outstanding.

Provided the stockholders approve the adoption of the Authorized Shares Amendment, the increased number of shares would be authorized for issuance, but would remain unissued until such time as the Board approves an issuance of those shares. Adoption of the Authorized Shares Amendment would not affect the rights of the holders of currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as dilution of the earnings per share and voting rights of current holders of common stock, to the extent that any additional shares of common stock are ultimately issued out of the increase in authorized shares proposed in the Authorized Shares Amendment.

If the proposed Authorized Shares Amendment is adopted and approved by the requisite vote of the stockholders, it will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware or such later effective time as may be provided therein (the “Certificate of Amendment”). On July 16, 2026, our Board determined that the proposed Authorized Shares Amendment is advisable and in the best interests of the Company and our stockholders and authorized and approved the proposed Authorized Shares Amendment, subject to stockholder approval, and recommended it to our stockholders for adoption, and directed that it be considered, at the Special Meeting.

The proposed Certificate of Amendment reflecting the Authorized Shares Amendment is attached as Appendix A to this Proxy Statement, subject to such ministerial changes as may be required by the Secretary of State of the State of Delaware.

PURPOSES AND EFFECTS OF THE AUTHORIZED SHARES AMENDMENT

The ability to issue equity is fundamental to our growth strategy. In order to implement our growth strategy, we may need to obtain financing through the issuance of equity securities. The availability of equity incentive compensation is necessary for us to attract, retain and motivate the most high-performing executives and key employees who ultimately drive our performance. The Board is recommending the proposed increase in the authorized number of shares of common stock to provide us with appropriate flexibility to issue additional shares in the future on a timely basis if such need arises in connection with potential financings, business combinations, licensing arrangements or other corporate purposes. Approval and adoption of the Authorized Shares Amendment could enable us to take advantage of market conditions, the availability of more favorable financing, and opportunities for business combinations and other strategic transactions, without the potential delay and expense associated with convening a special stockholders’ meeting. Our success also depends in part on our continued ability to attract, retain and motivate highly qualified management and key personnel, and the approval and adoption of the Authorized Shares Amendment would ensure that there is no lack of unissued and unreserved authorized shares of common stock to provide equity incentive opportunities.

In addition, as previously disclosed, in May 2026, we completed a private offering of $130.0 million in aggregate principal amount of 6.75% convertible senior notes due 2034 (the “Notes”) that were issued pursuant to an indenture between us and U.S. Bank Trust Company, National Association as trustee (the “Indenture”). Under the terms of the Indenture, we agreed to hold a stockholders’ meeting no later than September 30, 2026 to obtain stockholder approval for either an increase in our authorized shares of common stock or a reverse stock split, in each case that would result in a number of authorized and unissued shares of common stock at least sufficient to cover the maximum number of shares that may be issued upon conversion of the Notes (the “reserved share effective date”). If we do not obtain the stockholder approval of the Authorized Shares Amendment on or prior to September 30, 2026, we are obligated to use our best efforts to obtain such approval as soon as possible. The Notes may not be converted prior to the earlier of (i) May 15, 2027 and (ii) the reserved

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share effective date. On or after such date, the Notes will be convertible at the option of the holders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of common stock, at our election, subject to the terms of the Notes and the Indenture; provided that unless and until the reserved share effective date occurs, we will settle conversion of Notes solely with cash.

The proposed Authorized Shares Amendment will not, by itself, have an immediate dilutive effect on our current stockholders. However, if the Authorized Shares Amendment is approved and adopted by our stockholders, unless otherwise required by applicable law or stock exchange rules, the Board will be able to issue the additional shares of common stock from time to time in its discretion without further action or authorization by the stockholders, including upon the conversion of the Notes into shares of common stock. The newly authorized shares of common stock would be issuable for any proper corporate purpose, including capital raising transactions of equity or convertible debt securities, the establishment of collaborations or other strategic agreements, stock splits, stock dividends, issuance under current or future equity incentive plans, future acquisitions, investment opportunities, or for other corporate purposes. The future issuance of additional shares of common stock or securities convertible into or exercisable for our common stock may occur at times or under circumstances that could result in a dilutive effect on the earnings per share, book value per share, voting power and percentage interest of the holders of our common stock.

If the stockholders do not approve this Proposal 1, then we will not have the needed additional shares available for our corporate purposes, as discussed above. Approval of this Proposal 1 would also ensure that we will have the option to settle conversion of the Notes in shares of common stock instead of cash, or a combination of cash and shares of common stock, in each case at our election, subject to terms of the Notes and the Indenture. Additionally, if this Proposal 1 is not approved, we will be required under the Indenture to use our best efforts to continue to seek stockholder approval of an increase to our authorized shares of common stock or a reverse stock split.

POTENTIAL ANTI-TAKEOVER EFFECT

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposal discussed herein, that may be used as an anti-takeover mechanism. An increase in the number of authorized shares of common stock may also, under certain circumstances, be construed as having an anti-takeover effect. Although not designed or intended for such purposes, the effect of the proposed increase might be to render more difficult or to discourage a merger, tender offer, proxy contest or change in control of us and the removal of management, which stockholders might otherwise deem favorable. For example, the authority of the Board to issue common stock might be used to create voting impediments or to frustrate an attempt by another person or entity to effect a takeover or otherwise gain control of us because the issuance of additional common stock would dilute the voting power of the common stock then outstanding. Our common stock could also be issued to purchasers who would support the Board in opposing a takeover bid which our Board determines not to be in our best interests and those of our stockholders. Although the Authorized Shares Amendment has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that the effect of the Authorized Shares Amendment could facilitate future attempts by us to oppose changes in control and perpetuate our management, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices. We cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value, or that they will not adversely affect our business or the trading price of the common stock.

The Authorized Shares Amendment is not being proposed in response to any effort, of which we are aware, to accumulate shares of common stock or obtain control of the Company. While it is possible that our management could use the Authorized Shares Amendment to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of stockholders, we do not intend to construct or enable any anti-takeover defense or mechanism on its behalf. We have no current intent or plans to employ the Authorized Shares Amendment as an anti-takeover device and do not have any plans or proposals to adopt any other provisions or enter into other arrangements that may have material anti-takeover consequences.

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In addition to the Authorized Shares Amendment, provisions of our governing documents and applicable provisions of Delaware law may also have anti-takeover effects, making it more difficult for, or preventing a third-party from acquiring control of the Company or changing our Board and management. These provisions may also have the effect of deterring hostile takeovers or delaying changes in our control or in our management.

Our Charter and Bylaws do not provide for cumulative voting in the election of directors, which may make it more difficult for other stockholders to replace the members of the Board or for another party to obtain control of the Company by replacing our Board.

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS

As previously disclosed, on January 20, 2026, we entered into a letter agreement with Dr. Musunuri, our Chairman and Chief Executive Officer, that requires us to use our best efforts to obtain stockholder approval and adoption of an amendment to our Charter such as the Authorized Shares Amendment, by December 31, 2026. In the event that we do not receive stockholder approval of the adoption of the Authorized Shares Amendment or a similar Charter amendment by that date, Dr. Musunuri will be entitled to settle certain PSUs and stock options in cash upon vesting and exercise, as applicable, and we would be required to pay interest on the cash settlement amounts as well as a tax gross-up.

Except for the Letter Agreement with Dr. Musunuri, our directors and executive officers have no interests, directly or indirectly, in this Proposal 1 other than to the extent of their ownership of shares of our common stock.

TIMING AND EFFECT OF THE AUTHORIZED SHARES AMENDMENT

If the proposed Authorized Shares Amendment is approved and adopted by our stockholders, it will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Special Meeting, or such later effective time as may be provided in the Certificate of Amendment. Other than the proposed amendment of Article IV containing the Authorized Shares Amendment, the remainder of our Charter will remain unchanged after effectiveness of the Authorized Shares Amendment.

If the proposed Authorized Shares Amendment is not approved and adopted by our stockholders, our Charter will not reflect this change. In accordance with the DGCL, the Board may elect to abandon the proposed Authorized Shares Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment effecting the Authorized Shares Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval and adoption of the proposed Authorized Shares Amendment.

​​ THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF AN AMENDMENT TO OUR CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK BY 250,000,000 SHARES.

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APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING

This Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve Proposal 1. The Board believes that, if the number of shares of our common stock voting in favor of Proposal 1 is insufficient to approve such proposal, it is in the best interests of the stockholders to enable us, for a limited period of time, to seek to obtain a sufficient number of additional votes in favor of Proposal 1.

In the Adjournment Proposal, we are asking our stockholders to vote in favor of granting discretionary authority to the holders of any proxy solicited by the Board, and each of them individually, to approve a motion to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. For the avoidance of doubt, any proxy authorizing the adjournment of the Special Meeting will also authorize successive adjournments thereof, at any meeting so adjourned, to the extent necessary or appropriate for us to solicit additional proxies in favor of the approval of Proposal 1.

If stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies in favor of Proposal 1.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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