Ocugen delays vote on 250M-share authorization

The July 27, 2026 record date remains in effect, and holders who do not want to change prior votes need take no action.

Rhea-AI Filing Summary

Ocugen, Inc. (OCGN) adjourned its special meeting to October 5, 2026, solely to allow more time for stockholders to consider and vote on a proposal to increase authorized common stock by 250,000,000 shares. The company reported that 160,214,431 shares were represented at the September 21 meeting, constituting a quorum and equal to 47.3% of common stock outstanding as of July 27, 2026.

Stockholders approved the separate adjournment proposal with 124,584,658 votes for, 33,639,820 against and 1,989,953 abstentions. The adjourned meeting is scheduled for October 5, 2026, at 8:00 a.m. Eastern Time, virtually, and the July 27 record date remains in effect. Holders who previously submitted a proxy or voted and do not want to change their vote on Proposal 1 need take no action.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Proposed increase in authorized common shares: 250,000,000 shares Shares represented: 160,214,431 shares Represented shares as a percentage of outstanding common stock: 47.3% +3 more

6 metrics

Proposed increase in authorized common shares 250,000,000 shares Proposal 1

Shares represented 160,214,431 shares At the September 21, 2026 Special Meeting

Represented shares as a percentage of outstanding common stock 47.3% Outstanding shares as of July 27, 2026

Votes for adjournment proposal 124,584,658 votes Proposal 2

Votes against adjournment proposal 33,639,820 votes Proposal 2

Abstentions on adjournment proposal 1,989,953 votes Proposal 2

Key Terms

authorized shares, quorum, record date, abstentions

4 terms

authorized shares regulatory

"increase the number of authorized shares of common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

quorum regulatory

"constituted a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

record date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

abstentions regulatory

"Votes For | Votes Against | Abstentions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does OCGN Proposal 1 ask stockholders to approve?

Proposal 1 asks stockholders to approve an amendment increasing the number of authorized common shares by 250,000,000.

When is Ocugen's adjourned stockholder meeting?

The adjourned meeting is scheduled for October 5, 2026, at 8:00 a.m. Eastern Time, virtually.

Did OCGN stockholders approve the meeting adjournment proposal?

Yes. Proposal 2, the adjournment proposal, received 124,584,658 votes for, 33,639,820 against and 1,989,953 abstentions.

How many OCGN shares were represented at the September 21, 2026 meeting?

160,214,431 shares were represented virtually or by proxy, equal to 47.3% of common stock outstanding as of the July 27, 2026 record date.

Do OCGN stockholders need to resubmit a prior vote?

Stockholders who previously submitted a proxy or otherwise voted and do not want to change their vote on Proposal 1 do not need to take any action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/23/2026 - 06:01 AM Accepted by SEC EDGAR 09/22/2026 - 05:34 PM Learn about SEC filing dates

false000137229900013722992026-09-212026-09-21

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): September 21, 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

(Address, including zip code, and telephone number, including area code, of principal executive office)

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 21, 2026, Ocugen, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) virtually, which was adjourned to October 5, 2026 solely with respect to the proposal to approve the adoption of an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), by 250,000,000 shares (“Proposal 1”). A total of 160,214,431 shares of the Company’s Common Stock, or 47.3% of the Common Stock outstanding as of the close of business on July 27, 2026, the record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.

The following is a tabulation of the votes with respect to the proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1 (“Proposal 2”). Proposal 2 was approved by the Company’s stockholders at the Special Meeting as follows:

Votes For			Votes Against			Abstentions
124,584,658			33,639,820			1,989,953

The Special Meeting was adjourned, solely with respect to Proposal 1, in order to provide additional time for stockholders to consider and vote on Proposal 1 (the “Adjourned Meeting”). The Adjourned Meeting will be held on October 5, 2026, at 8:00 a.m., Eastern Time, virtually at www.virtualshareholdermeeting.com/OCGN2026SM.

The close of business on July 27, 2026 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Adjourned Meeting. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote on Proposal 1 do not need to take any action.

3

SIGNATURE

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.

						OCUGEN, INC.
Date: September 22, 2026			By:			/s/ Shankar Musunuri
						Name:			Shankar Musunuri
						Title:			Chairman, Chief Executive Officer, & Co-Founder

4

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB