Ocugen Inc

(a)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 10, 2024, we filed with the Delaware Secretary of State a Certificate of Designations of Series C Preferred Stock (“Initial Filed Certificate of Designations”). On May 9, 2025, we filed with the Delaware Secretary of State a Certificate of Correction to the Initial Filed Certificate of Designations (the “Certificate of Correction”). The Certificate of Correction was filed to clarify and confirm the proposals on which Series C stockholders could vote in the Certificate of Designations of Series C Preferred Stock. On June 28, 2024, all shares of Series C Preferred Stock were redeemed and currently, no shares of Series C Preferred Stock are outstanding.

A copy of the Certificate of Correction, as filed with the Delaware Secretary of State, is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. The description of the Certificate of Correction contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 3.1.

(b)

None.

(c)

During the three months ended March 31, 2025, none of our directors or "officers," as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted orterminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K.