UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (484) 328-4701

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Ocugen, Inc (the “Company”) issued a press release announcing certain financial results for the quarter ended March 31, 2026. The Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on May 5, 2026, to discuss these financial results and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation materials will be posted on the Company's website at www.ocugen.com. Copies of the press release and presentation materials are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

The information disclosed under Item 2.02 of this Report, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On May 5, 2026, the Company announced the pricing of its previously announced private offering (the “Offering”) of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (the “Notes”). The Company has also granted to Oppenheimer & Co. Inc. (the “Initial Purchaser”) an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $15.0 million aggregate principal amount of the Notes. The Offering is expected to close on or about May 7, 2026, subject to the satisfaction of customary closing conditions.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws, and were offered only to qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act.

The Company estimates that the net proceeds from this offering will be approximately $99.5 million (or approximately $112.6 million if the Initial Purchaser exercises its option to purchase additional Notes in full), after deducting the Initial Purchaser’s discount and estimated offering expenses payable by the Company. The Company intends to use approximately $32.7 million of the net proceeds from the Offering to fully repay the outstanding principal amount, plus accrued and unpaid interest on, the loan and pay other obligations, including the related prepayment fee, in connection therewith, outstanding under the Loan and Security Agreement that the Company is party to with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. as lenders and Avenue Capital Management II, L.P. as administrative agent and collateral agent (the “Avenue Loan Agreement”), and terminate the Avenue Loan Agreement and all related loan documents. The Company intends to use the remaining net proceeds from the offering for general corporate purposes.

On May 5, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Neither this Report nor the press release attached hereto as Exhibit 99.3 constitutes an offer to sell or a solicitation of an offer to buy the Notes, any shares of the Company’s common stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction, in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes can be made only by means of a private offering memorandum.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Cautionary Note on Forward-Looking Statements

This Report contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including but not limited to, statements regarding the anticipated terms of the Notes; the size of the Offering, including the Initial Purchaser’s option to purchase additional Notes; the anticipated use of proceeds from the Offering, including the repayment of obligations under the Avenue Loan Agreement; the completion of the Offering, and other statements contained in this Report that are not historical facts. The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations, including, but not limited to: uncertainties related to market conditions and whether the Offering will be completed on the anticipated terms or at all; the impact of the Offering on the market price of the Company’s common stock; risks related to the potential dilution to holders of the Company’s common stock; and uncertainties regarding the conversion price and other terms of the Notes. These and other risks and uncertainties are more fully described in the Company’s periodic filings with the SEC, including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that the Company files with the SEC. Any forward-looking statements that the Company makes in this Report speak only as of the date of this report. Except as required by law, the Company assumes no obligation to update forward-looking statements contained in this Report whether as a result of new information, future events, or otherwise, after the date of this Report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

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