Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2022, Sanjay S. Subramanian, Chief Financial Officer and Head of Corporate Development of Ocugen, Inc. (the "Company"), tendered his resignation to the Company, effective as of March 18, 2022 (the "Effective Date"), in order to pursue new opportunities. Mr. Subramanian's resignation was not due to any disagreement or dispute with the Company or the Board of Directors of the Company (the "Board") regarding any matter, including the Company's accounting principles, practices, financial statement disclosures or compliance procedures. The Board thanks Mr. Subramanian for his service to the Company and wishes him well in his future endeavors.

On March 4, 2022, the Board appointed Jessica Crespo, the Company's Vice President, Corporate Controller & Treasurer, to Chief Accounting Officer and Senior Vice President, Finance, effective as of the Effective Date. As of the Effective Date, Ms. Crespo will also be appointed as the Company's principal financial officer and principal accounting officer.

Ms. Crespo, age 45, has served as our Vice President, Corporate Controller & Treasurer since October 2019, and has over 20 years' experience in accounting and financial reporting. Prior to joining the Company, Ms. Crespo served as Director, Accounting/Finance at Aerie Pharmaceuticals from May 2017 to October 2019, and prior to that, also served in the finance departments of Aralez Pharmaceuticals and Cubist Pharmaceuticals, where she was responsible for financial and technical accounting and Securities and Exchange Commission reporting, including the implementation of new accounting standards and the accounting and reporting of complex transactions. Prior to that, Ms. Crespo was a senior manager in Ernst & Young's audit and assurance practice. She holds a Bachelor of Science in Accounting from Boston College and is a Certified Public Accountant.

There are no arrangements or understandings between Ms. Crespo, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Crespo was appointed as the Company's Chief Accounting Officer and Senior Vice President, Finance. Ms. Crespo does not have a family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between Ms. Crespo and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.

Item 8.01 Other Information.

On March 4, 2022, the Company issued a press release announcing that the U.S. Food and Drug Administration ("FDA"), at this time, has declined to issue an Emergency Use Authorization for COVAXIN™ for active immunization to prevent COVID-19 caused by SARS-CoV-2 in individuals 2 to 18 years of age. The Company intends to continue working with FDA to evaluate the regulatory pathway for the pediatric use of COVAXIN™.

A copy of this press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed herewith:





(d) Exhibits



Exhibit No.   Document

  99.1          Press Release of Ocugen, Inc. dated March 4, 2022.

104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




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