Ocugen, Inc. — Proxy Solicitation & Information Statement 2023

May 8, 2023

DEFA14A 1 tm2314735d1_defa14a.htm DEFA14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

| Filed

by the Registrant x
Filed
by a Party other than the Registrant o
Check
the appropriate box:
¨	Preliminary
Proxy Statement
o	Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive
Proxy Statement
x	Definitive
Additional Materials
o	Soliciting
Material under §240.14a-12
OCUGEN, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x	No
fee required.
o	Fee
paid previously with preliminary materials.
o	Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Appointment of Proxy Solicitor

Ocugen, Inc. (the “Company”) has engaged Innisfree M&A Incorporated (“Innisfree”) to act as its proxy solicitor in connection with the Company’s 2023 Annual Meeting of Shareholders. The Company will pay Innisfree a fee of $15,000, plus $5.50 per call made or received from individual retail investors, in addition to reasonable out of pocket expenses, for these services, and the Company will bear the entire cost associated with these services.

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May 8, 2023

Dear Shareholder:

We have previously sent you proxy material for Ocugen, Inc.’s Annual Meeting of Shareholders taking place on June 9, 2023. Your Board of Directors unanimously recommends that shareholders vote “FOR ALL” directors nominated for election to the Board and “FOR” the other two agenda items.

Your vote is important , no matter how many or how few shares you may own. If you have not already done so, please vote TODAY via the Internet, by telephone, or by returning the enclosed proxy card in the postage-paid envelope provided.

Sincerely,

Shankar Musunuri

Chairman of the Board, CEO and Co-Founder

REMEMBER:

You can vote your shares via the Internet or by telephone following the instructions set forth on the enclosed proxy card.

If you have any questions, or need assistance in voting

your shares, please call our proxy solicitor:

INNISFREE M&A INCORPORATED

TOLL-FREE, at 1-877-750-0510

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