Ocugen, Inc.
5 Great Valley Parkway, Suite 160

Malvern, Pennsylvania 19355

 

May 4, 2020

 

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Ocugen, Inc.

 

Registration Statement on Form S-3

 

Filed March 27, 2020 (File No. 333-237456)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ocugen, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-237456) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:01 PM, eastern time, on May 5, 2020, or as soon as thereafter as is practicable.

 

Please contact Thomas Mitchell of Pepper Hamilton LLP, counsel to the Company, at (949) 567-3543 to provide notice of effectiveness, or if you have any questions or comments concerning this request.

 

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Very truly yours,

 

 

 

OCUGEN, INC.

 

 

 

 

 

 

 

By:

/s/ Shankar Musunuri

 

 

Name:

Shankar Musunuri, Ph.D., MBA

 

 

Title:

Chief Executive Officer & Chairman

 

Ocugen, Inc. — Acceleration Letter