Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Breininger Michael

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Ocugen, Inc. [ OCGN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Title: Interim Chief Accounting Officer; Exhibit List: Exhibit 24.1 - Power of Attorney
No securities are beneficially owned.
/s/ Michael Breininger 03/20/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

       Know all by these present, that I, the undersigned director
and/or officer of Ocugen, Inc., a Delaware corporation (the "Company"),
hereby constitute and appoint Shankar Musunuri as my true and lawful
attorney-in-fact and agent, with full power to act, with full power
of substitution and resubstitution,for me and in my name, place and
stead, in any and all capacities:

	(i)	to execute and file for and on behalf of the undersigned
any reports on Forms 3, 4 and 5 (including any amendments thereto and any
successors to such Forms) with respect to ownership acquisition or
disposition of securities of the Company that the undersigned may be
required to file with the U.S. Securities and Exchange Commission (the "SEC")
in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules promulgated thereunder;

	(ii)	to execute and file for and on behalf of the undersigned any
voluntary filings under Section 16(a) of the Exchange Act;

	(iii)	to request electronic filing codes from the SEC by filing the
Form ID (including amendments thereto) and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to file
such reports electronically;

	(iv)	to prepare, file, and submit any documents or reports that
may be required under SEC Rule 144 to permit the undersigned to sell Company
common stock without registration under the Securities Act of 1933, as amended
(the "Securities Act") in reliance on Rule 144 as amended from time to time; or

	(v)	take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

       The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16(a) of the Exchange Act or the Securities Act. The
Company will use all reasonable efforts to apprise the undersigned of
applicable filing requirements for purposes of Section 16(a) of the Exchange
Act or the Securities Act.

       This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of Attorney
revokes and replaces any prior Power of Attorney executed by the
undersigned with respect to the ownership, acquisition or disposition of
securities of the Company.

       IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this September 19, 2023.

				/s/ Michael Breininger

				Michael Breininger
				Print Name