Ocugen, Inc. Announces $20 Million Registered Direct Offering of Common Stock and Warrants MALVERN, Pa.

Ocugen, Inc. Announces $20 Million Registered

Direct Offering of Common Stock and Warrants

MALVERN, Pa., Aug. 08, 2025 (GLOBE

NEWSWIRE) -- Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness

diseases, today announced that it has entered into a securities purchase agreement with Janus Henderson Investors, a global asset management

firm, to purchase 20,000,000 shares of common stock and warrants to purchase up to an aggregate of 20,000,000 shares of common stock

at a purchase price of $1.00 per share (closing price on August 7, 2025) and accompanying warrant in a registered direct offering.

The warrants have an exercise price of $1.50 per share, are exercisable immediately upon issuance, and will expire two years following

the date of issuance. The warrants are callable by the Company when the VWAP of the Company's common stock exceeds $2.50 per share

for at least five of a trailing 30 trading day period.

Noble Capital Markets, Inc. acting as the sole placement agent

in connection with the offering.

The gross proceeds to the Company are expected to be approximately

$20 million before deducting the placement agent fees and other estimated offering expenses. The Company may receive up to $30 million

of additional gross proceeds if the warrants are exercised in full. The offering is expected to close on or about August 11, 2025,

subject to the satisfaction of customary closing conditions. The offering is being made pursuant to an effective shelf registration statement

on Form S-3 (File No. 333-278774) previously filed with the U.S. Securities and Exchange Commission ("SEC"), which

was declared effective on May 1, 2024. The offering is made only by means of a prospectus forming a part of the effective registration

statement relating to the offering. A prospectus supplement relating to the shares of common stock and warrants will be filed by the Company

with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying

prospectus, can be obtained at the SEC's website at www.sec.gov or from Noble Capital Markets, Inc., 150 East Palmetto Park

Rd., Suite 110 Boca Raton, FL 33432.

This press release shall not constitute an offer to sell or a solicitation

of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any

such state or other jurisdiction.

Ocugen, Inc. is a pioneering biotechnology leader in gene therapies

for blindness diseases. Our breakthrough modifier gene therapy platform has the potential to address significant unmet medical need for

large patient populations through our gene-agnostic approach. Unlike traditional gene therapies and gene editing, Ocugen's modifier

gene therapies address the entire disease-complex diseases that are potentially caused by imbalances in multiple gene networks.

Currently we have programs in development for inherited retinal diseases and blindness diseases affecting millions across the globe, including

retinitis pigmentosa, Stargardt disease, and geographic atrophy-late stage dry age-related macular degeneration. Discover more at

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning

of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. We may, in some cases, use terms

such as "predicts," "believes," "potential," "proposed," "continue," "estimates,"

"anticipates," "expects," "plans," "intends," "may," "could,"

"might," "will," "should," or other words that convey uncertainty of future events or outcomes to

identify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that may

cause actual events or results to differ materially from our current expectations. Further, certain forward-looking statements are based

on assumptions as to future events that may not prove to be accurate, including the satisfaction of customary closing conditions related

to the offering, completion of the offering, whether the warrants will be exercised and various other factors. These and other risks and

uncertainties are more fully described in our periodic filings with the Securities and Exchange Commission (SEC), including the risk factors

described in the section entitled "Risk Factors" in the quarterly and annual reports that we file with the SEC. Any forward-

looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we assume

no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events,

or otherwise, after the date of this press release.

AVP, Head of Communications

Tiffany .Hamilton@Ocugen.com