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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 15, 2026
OCUGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-36751 |
|
04-3522315 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
11 Great Valley Parkway
Malvern, Pennsylvania 19355
(484) 328-4701
(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
OCGN |
|
The Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
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 8.01. Other Events.
On January 15, 2026, Ocugen, Inc. (the
“Company”) issued a press release announcing positive preliminary 12-month data from both its
Phase 1 and Phase 2 ArMaDa trials evaluating OCU410 (AAV5-RORA), its novel modifier gene therapy for geographic atrophy
secondary to dry age-related macular degeneration. A copy of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference, other than the seventh, eighth, and ninth paragraphs thereof.
Attached as Exhibit 99.2 hereto and incorporated
herein by reference is a presentation that the Company will post on its website on January 15, 2026 and may use from time to time in presentations
or discussions with investors, analysts, other parties.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements
related to the risks that preliminary, interim and top-line clinical trial results may not be indicative of, and may differ from, final
clinical data; the ability of OCU400 or OCU410ST to perform in humans in a manner consistent with nonclinical, preclinical or previous
clinical study data; that unfavorable new clinical trial data may emerge in ongoing clinical trials or through further analyses of existing
clinical trial data; that earlier non-clinical and clinical data and testing of may not be predictive of the results or success of later
clinical trials; and that that clinical trial data are subject to differing interpretations and assessments, including by regulatory authorities
as well as other risks detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including in its Annual Report on Form
10-K for the year ended December 31, 2024 and subsequent filings. These documents contain important factors
that could cause actual results to differ from current expectations and from the forward-looking statements contained in this Current
Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes
no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| |
|
|
Exhibit
No. |
|
Document |
| |
|
| 99.1 |
|
Press Release, dated January 15, 2026. |
| 99.2 |
|
Corporate Presentation, dated January 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 15, 2026
| OCUGEN, INC. |
|
| |
|
|
| By: |
/s/ Shankar Musunuri |
|
| |
Name: Shankar Musunuri |
|
| |
Title: Chairman, Chief Executive Officer, & Co-Founder |
|