Ocugen Inc美股招股说明书(2026-01-21版)

We are offering 15,000,000 shares of our common stock, par value $0.01 per share, in this offering. Our common stock is listed on the Nasdaq Capital Market under the symbol “OCGN.” On January20, 2026, the last reportedsale price of our common stock on the Nasdaq Capital Market was $1.67 per share. Investing in our common stock involves risks. See “Risk Factors” on pageS-5 of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement before making your investment decision. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Offering price (1)Underwriting discounts and commissions do not include the reimbursement of certain expenses of the underwriter we have agreedto pay. See “Underwriting” for a description of the compensation payable to the underwriter. The underwriter expects to deliver the securities against payment on or about January22, 2026. Sole Bookrunner Oppenheimer& Co. The date of this prospectus supplement is January20, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common stock. Before buying anyof the common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus,together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofcommon stock and also adds to, updates and changes information contained in the accompanying prospectus and the documentsincorporated by reference. The second part is the accompanying prospectus, which provides more general information, some of whichmay not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined,together with the documents incorporated by reference herein or therein. To the extent the information contained in this prospectussupplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated by We have not, and the underwriter has not, authorized anyone to provide you with information different from that which iscontained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writingprospectus that we may authorize for use in connection with this offering. Neither we, nor the underwriter, take any responsibility for, This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer topurchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from anyperson to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. Persons into whose You should assume that the information contained in this prospectus supplement is accurate as of the date on the front coverof this prospectus supplement only and that any information we have incorporated by reference or included in the accompanyingprospectus is accurate only as of the date given in the document incorporated by reference or as of the date of the accompanyingprospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any related We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely forthe benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to suchagreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some ofthe documents described herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as This prospectus supplement and the accompanying prospectus incorporate by reference market data and industry statisticsand forecasts that are based on independent industry publications and other publicly available information. Although we believe thesesources are reliable, we do not guarantee the accuracy or complet