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Washington, DC 20549









Pursuant to Section 13 OR 15 (d)

of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): March 16, 2021





(Exact Name of Registrant as Specified in its Charter)




Delaware   001-36751   04-3522315

(State or Other Jurisdiction of




File Number)


(I.R.S. Employer

Identification Number)


263 Great Valley Parkway

Malvern, Pennsylvania 19355

(484) 328-4701

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)



(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:


¨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 March 16, 2021, Ocugen, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) virtually, which was adjourned to April 14, 2021 solely with respect to the voting on Item 1, the approval and adoption of an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.01 (the “Common Stock”) (“Item 1”). A total of 101,125,572 shares of the Company’s Common Stock, or 53.78% of the Common Stock outstanding as of February 11, 2021, the record date for the Special Meeting, were represented virtually or by proxy at the Special Meeting.


The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting on March 16, 2021.


Item 2 — Approval of the adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the Authorized Shares Amendment Proposal. The stockholders approved the proposal to adjourn the Special Meeting to a later date if there had been insufficient votes at the time of the Special Meeting to approve the Item 1. The voting results were as follows:


Votes For Votes Against Abstentions
81,846,988 17,131,799 2,146,785


Adjournment With Respect to Item 1


The Special Meeting was adjourned to April 14, 2021 solely with respect to Item 1 in order to provide additional time for stockholders to consider and vote on such proposal. The Special Meeting will reconvene at 11:00 a.m. Eastern Time on April 14, 2021, virtually at www.virtualshareholdermeeting.com/OCGN2021SM.






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: March 17, 2021


  By: /s/ Shankar Musunuri
    Name: Shankar Musunuri
    Title: Chief Executive Officer and Chairman