Ocugen, Inc.

11 Great Valley Parkway

Malvern, PA 19355

 

April 29, 2024

 

Via EDGAR Transmission

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Ocugen, Inc.: Registration Statement on Form S-3 filed April 18, 2024 (File No. 333-278774)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Ocugen, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 1, 2024, at 5:00 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 

If you have any questions regarding this request, please contact Jennifer Porter of Goodwin Procter LLP at (445) 207-7806.

 

	Sincerely,
	Ocugen, Inc.
	/s/ Shankar Musunuri
	Shankar Musunuri, Ph.D., MBA
	Chief Executive Officer and Chairman

 

cc:	Michael Breininger, Ocugen, Inc.

Rachael Bushey, Esq., Goodwin Procter LLP

Jesse Fishman, Esq., Goodwin Procter LLP