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Waltham, MA 02451

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 22, 2016

Dear Stockholder:Stockholders:

You are cordially invited to attend the SpecialOcugen, Inc.’s 2019 Annual Meeting of Stockholders (the “Special Meeting”)Stockholders. At the Annual Meeting, stockholders will vote:

·                                          to elect the two director nominees that are set forth in the attached Proxy Statement to serve as Class II directors, whose term will expire in 2022;

·                                          to ratify the selection of Histogenics Corporation, a Delaware corporation (the “Company”). The Special Meeting will be held on November 22, 2016, at 9:00 a.m. local time at the offices of Gunderson Dettmer Stough Villeneuve FranklinErnst & Hachigian,Young LLP located at One Marina Park Drive, Suite 900, Boston, MA 02210as our independent registered public accounting firm for the following purposes:2019 fiscal year; and

·                                          to approve the adoption of our 2019 Equity Incentive Plan.

The record date for the Special Meeting is October 18, 2016. Only stockholders of record at the close of business on that date (other than with respect to shares of Common Stock issued pursuant to the Securities Purchase Agreement) may vote at the SpecialAnnual Meeting or any adjournment thereof. A complete listor postponement of such stockholders will be available for examination at the Company’s offices in Waltham, Massachusetts during normal business hours for a period of ten days prior to the SpecialAnnual Meeting.

YOUR VOTE IS IMPORTANT!

MEETING INFORMATION:

Your vote is important. Please votematters. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are represented by using the internet or by telephone or byvoting, signing, dating and returning your proxy in the enclosed proxy card. Instructions for your voting options are described onenvelope, which requires no postage if mailed in the proxy card.United States.

TheIMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. This proxy statement is available atwww.proxyvote.com.

Your Board of Directors unanimously recommends you voteand the proxy card “FOR” Proposal 1.

By Order of the Board of Directors,

Adam Gridley

President and Chief Executive Officer

Waltham, Massachusetts

November 2, 2016

This notice of Special Meeting and accompanying proxy statement are being distributed or

made availablefurnished to our stockholders on or about November 2, 2016.

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President, Investor Relations and Administration, Ocugen, Inc. 5 Great Valley Parkway, Suite 160, Malvern, PA 19355.

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To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our 2018 Annual Report in full.

General Meeting Information

Voting Matters and Voting Recommendations

Our Director Nominees

You are being asked to vote on the election of Uday B. Kompella, Ph.D. and Manish Potti as Class II directors, each to serve for a three-year term expiring at our 2022 Annual Meeting of Stockholders. The number of members of our Board is currently set at seven members and is divided into three classes, each of which has a three-year term. Classes II and III each consist of two directors, while Class I consists of three directors.

The term of office of our Class II directors expires at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”). We are nominating Uday B. Kompella, Ph.D. and Manish Potti for election at the Annual Meeting to serve until the 2022 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The two nominees receiving the most FOR votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Uday B. Kompella, Ph.D. and Manish Potti. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

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CORPORATE GOVERNANCE SUMMARY FACTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

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PROXY STATEMENT

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Histogenics Corporation

830 Winter Street, 3rd Floor

Waltham, MA 02451

PROXY STATEMENT

FOR THE 2016 SPECIAL MEETING OF STOCKHOLDERS

November 22, 2016

This proxy statement andProxy Statement, with the enclosed proxy card, areis being furnished to stockholders of Ocugen, Inc. in connection with the solicitation by our Board of proxies to be voted at the 2016 Specialour Annual Meeting of Stockholders (the “Special Meeting”) of Histogenics Corporation (sometimes referred to as “we,” the “Company”and at any postponements or “Histogenics”), whichadjournments thereof. The Annual Meeting will be held on November 22, 2016,Wednesday, December 18, 2019, at 9:8:00 a.m. local time, Eastern Time, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,Pepper Hamilton LLP, located at One Marina400 Berwyn Park, Drive, Suite 900, Boston, MA 02210.Berwyn, PA 19312.

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE FIRST BEING FURNISHED TO OUR STOCKHOLDERS ON OR ABOUT NOVEMBER 8, 2019. THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS BEING MAILED TO THE STOCKHOLDERS IS NOT PART OF THE PROXY STATEMENT.

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Merger of Histogenics Corporation and Ocugen, Inc.

On September 27, 2019, Histogenics Corporation (“Histogenics”) completed a reverse merger of a wholly-owned subsidiary of Histogenics (“Merger Sub”) with privately held Ocugen, Inc. (“Former Ocugen”) with Former Ocugen surviving the Merger as our wholly-owned subsidiary in accordance with the terms of an Agreement and Plan of Merger and Reorganization dated April 5, 2019, as amended (the “Merger Agreement”), by and among Histogenics, Merger Sub and Former Ocugen. Prior to the reverse merger Former Ocugen operated as a separate, private entity. Upon completion of the merger, Former Ocugen changed its name to Ocugen OpCo (“OpCo”) and we changed our name to Ocugen, Inc. (“Ocugen”). On September 30, 2019 our common stock began trading on Nasdaq Capital Market (“Nasdaq”) under the new ticker symbol “OCGN.”

Immediately prior to the Merger, Histogenics completed a 1-for-60 reverse stock split (the “Stock Split”). All share and per share amounts in this proxy statement reflect the Stock Split unless otherwise noted. As a result of the Merger and, after giving effect to the Stock Split, each outstanding share of OpCo share capital (including shares of OpCo share capital to be issued upon exercise of outstanding share options) was exchanged for 0.4794 shares of the Histogenics’s common stock. We also assumed all outstanding and unexercised warrants and options to purchase shares of OpCo’s common stock, and in connection with the Merger they were converted into warrants and options, as applicable, to purchase shares of our common stock, with the number of shares subject to such warrant or about November 2, 2016, we will begin mailingoption, and the exercise price, being appropriately adjusted to reflect the exchange rate of 0.4794 shares of our common stock for each share of OpCo common stock.

In the Merger, former OpCo security holders received approximately 86.24% of our fully diluted common stock and former Histogenics security holders were left with approximately 13.76% of our fully diluted common stock. In connection with the Merger, our board of directors (the “Board”) was replaced by new directors selected by OpCo, and all members of OpCo’s management team were installed as our new management team.

Unless otherwise indicated, all references in this proxy statement to our stockholders.“Ocugen,” “the Company,” “we,” “our” and “us” refer to Ocugen, Inc. as of and following the closing of the Merger and, where applicable, to the business of OpCo prior to the closing of the Merger, and all references to “Histogenics” refer to Histogenics Corporation and the business of Histogenics Corporation prior to the closing of the Merger.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTINGJOBS Act Explanatory Note

Why am I receiving

We are an “emerging growth company” under applicable federal securities laws and are therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement and proxy card?

You have received these proxy materials because you owned sharesthe scaled disclosure permitted under the Jumpstart Our Business Startups Act of Histogenics2012, including the compensation disclosure required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (1) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of October 18, 2016, the recordend of the second fiscal quarter; (2) the end of the fiscal year in which we have the total annual gross revenue of $1.07 billion or more during the fiscal year; (3) the date forin which we issue more than $1.0 billion in non-convertible debt in a three-year period or (4) December 31, 2019, the Specialend of the fiscal year following the fifth anniversary of the completion of our initial public offering.

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GENERAL INFORMATION ABOUT THE MEETING

PROXY SOLICITATION

Our Board of Directors is soliciting your proxy to vote on matters that will be presented at the Special Meeting.Annual Meeting and at any adjournment or postponement thereof. This proxy statement describes issues on which we would like you to vote at the Special Meeting. It also gives youcontains information on these issues so thatmatters to assist you can make an informed decision.

How may I vote at the Special Meeting?

You are invited to attend the Special Meeting to vote on the proposal described in this proxy statement. However, you do not need to attend the meeting to votevoting your shares. Instead, you may simply follow the instructions below to submit your

This proxy via telephone or on the Internet. You may also vote by mail by signing, datingstatement and returning the proxy card are being furnished to our stockholders on or about November 8, 2019. This proxy statement and our 2018 Annual Report on Form 10-K describing the former business of Histogenics Corporation are available to holders of our common stock at www.proxyvote.com. If you received inwould like to receive, without charge, a paper copy of our 2018 Annual Report, including the mail.financial statements, please send your request to Vice President, Investor Relations and Administration, Ocugen, Inc., 5 Great Valley Parkway, Suite 160, Malvern, PA 19355.

When you vote, regardless of the method used, you appoint Adam Gridley, our Chief Executive Officer, and Jonathan Lieber, our Chief Financial Officer, as your representatives (or proxyholders) at the Special Meeting. They will vote your shares at the Special Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Special Meeting.

Who is entitled to vote at the Special Meeting?STOCKHOLDERS ENTITLED TO VOTE

Only

All stockholders of record of our common stock at the close of business on October 18, 2016, the record date for the Special Meeting, will be25, 2019 (the “Record Date”), are entitled to receive the Notice and to vote their shares at the SpecialAnnual Meeting. OnAs of the record date, there were 15,873,214Record Date, 12,206,587 shares of our Common Stockcommon stock were outstanding. At the Special Meeting, the stockholders will beEach share is entitled to one vote foron each share of our Common Stock held by them onmatter properly brought to the record date. As described in detail below, on September 29, 2016, we sold 2,596,059 shares of our Common Stock, 24,158.8693 shares of our newly-created Series A Convertible Preferred Stock and issued warrants exercisable for up to 13,466,667 shares of our Common Stock to certain institutional and accredited investors in a private placement (the “Private Placement”).meeting.

The holders of shares of Series A Convertible Preferred Stock will not be entitled to cast votes as to Proposal 1 with respect to theVOTING METHODS2,596,059 shares of Common Stock such holders purchased in the Private Placement. On the Record Date, 24,158.8693 shares of our Series A Convertible Preferred Stock were outstanding, none of which are entitled to

You may vote at the Special Meeting.

In accordance with Delaware law,Annual Meeting by delivering a list of stockholders entitled toproxy card in person or you may cast your vote at the Special Meeting will be available at the placein any of the Special Meeting on November 22, 2016 and will be accessible for ten days prior to the meeting at our principal place of business, 830 Winter Street, 3rd Floor, Waltham, MA 02451, between the hours of 9:00 a.m. and 5:00 p.m. local time.

How do I vote?

If on October 18, 2016, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone or by mail as described below. Stockholders also may attend the meeting and vote in person. If you hold shares through a bank, broker or other nominee, please refer to your proxy card or other information forwarded by your bank, broker or other nominee to see which voting options are available to you.following ways:

The method you use to vote will not limit your right to vote at the Special Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Special Meeting.voted as you instruct. If you holdreturn a signed card, but do not provide voting instructions, your shares in “street name,” you must obtain a proxy, executed in your favor, fromwill be voted FOR each of the holder of record to be able to vote in person at the Special Meeting.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting.proposals. If you are the record holder of your shares, you may revoke or change your vote any time before the proxy in anyis exercised. To do so, you must do one of three ways:the following:

If you are a beneficial owner

Notice of your shares, you must contact the bank, broker or other nominee holding your sharesAnnual Meeting of Stockholders and follow their instructions for changing your vote.2019 Proxy Statement | 1

How many votes do you need to hold the Special Meeting?

A quorumTable of stockholders is necessary to conduct business at the Special Meeting. Pursuant to our amended and restated bylaws, a quorum will be present if a majority of the voting power of outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the Special Meeting. On the record date, there were 15,873,214 shares of Common Stock outstanding and entitled to vote. Thus, 7,936,607 shares of Common Stock must be represented by stockholders present at the Special Meeting or represented by proxy to have a quorum.

Prior to the closing of the Private Placement, and as a condition to such closing, certain large stockholders and affiliates of the Company entered into support agreements (the “Support Agreements”). As of immediately prior to the closing of the Private Placement, the stockholders executing the Support Agreements held beneficial ownership of approximately 45.4% of the Company’s total issued and outstanding Common Stock. Pursuant to the Support Agreements, the signatories thereto have agreed to vote all shares of Common Stock owned by them in favor of Proposal 1.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Special Meeting and vote in person. Broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the holders of a majority of the votes present at the Special Meeting may adjourn the Special Meeting to another date.

What proposal will be voted on at the Special Meeting?Contents

Majority Votes Cast means that a proposal that receives an affirmative majority of the votes cast will be approved. Abstentions and broker non-votes will not be counted “FOR”

·                  Give our Corporate Secretary written notice before or “AGAINST” the proposal and will have no effect on the proposal. However, the holders of shares of Series A Convertible Preferred Stock will not be entitled to cast votes as to Proposal 1 with respect to the 2,596,059 shares of Common Stock such holders purchased in the Private Placement.

Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on the proposal on which it is permitted to vote.

How are votes counted?

Votes will be counted by the inspector of elections appointed forat the meeting who will separately count “For” and “Against” votes and brokernon-votes. Broker non-votes, as described in the next paragraph, have no effect and will not be counted towards the vote total for Proposal 1. The holders of shares of Series A Convertible Preferred Stock will not be entitledthat you want to cast votes as to Proposal 1 with respect to the 2,596,059 shares of Common Stock such holders purchased in the Private Placement.revoke your proxy.

If your shares are held by your broker, bank or other holder of record as youra nominee (that is,or agent (i.e., the shares are held in “street name”“street name”), you should follow the instructions provided by your broker, bank or other holder of record.

Deadline for Voting. The deadline for voting by telephone or Internet is 11:59 PM Eastern Time on December 17, 2019. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. “Street name” stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares.

BROKER VOTING AND VOTES REQUIRED FOR EACH PROPOSAL

If your shares and followare held in a stock brokerage account or by a bank or other holder of record, you are considered the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to Proposal 1 because it is a “discretionary” matter. Discretionary items are proposals considered routine under the rules on which your broker may vote“beneficial owner” of shares held in street name withoutname. The Notice has been forwarded to you by your voting instructions.

Could other matters be decided at the Special Meeting?

Histogenics does not know of any other matters that may be presented for action at the Special Meeting. Should any other business come before the Special Meeting, the persons named on the proxy card will have discretionary authority to vote the shares represented by proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be ableholder of record who is considered the stockholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting on anythe Internet.

A broker non-vote occurs when a broker or other businessnominee that comes beforeholds shares for another does not vote on a particular item because the Special Meeting unless they receivenominee does not have discretionary voting authority for that item and has not received instructions from youthe beneficial owner of the shares. The following table summarizes how broker non-votes and abstentions are treated with respect to such other business.

What happens if I sign and return my proxy card but do not provide voting instructions?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted:our proposals:

What do I need to show to attendgenerally in the Special Meeting in person?

You will need proofelection of your share ownership (such asdirectors. For the purpose of establishing a recent brokerage statement or letter from your broker showing that you ownedquorum, abstentions, including brokers holding customers’ shares of our Common Stock asrecord who cause abstentions to be recorded at the meeting, and broker non-votes are considered stockholders who are present and entitled to vote, and count toward the quorum. If there is no quorum, the holders of October 18, 2016) and a formmajority of photo identification. If you do not have proofshares present at the meeting in person or represented by proxy or the chairman of ownership and valid photo identification, youthe meeting may not be admittedadjourn the meeting to another date.

PROXY SOLICITATION COSTS

We pay the Special Meeting. All bags, briefcases and packagescost of soliciting proxies. Proxies will be held at registration and will not be allowed insolicited on behalf of the meeting. We will not permit the use of cameras (including cell phonesBoard by mail, telephone and other devices with photographic capabilities) and other recording deviceselectronic means or in the meeting room.

Who is paying for this proxy solicitation?

The accompanying proxy is being solicited by the Board of Directors of the Company. In addition to this solicitation, directors and employees of the Company may solicit proxies in person, by telephone, or by other means of communication.person. Directors and employees will not be paid any additional compensation for soliciting proxies. In addition, the CompanyWe may also retain one or more third parties to aid in the solicitation of brokers, banks and institutional and other stockholders. We will pay for the entire cost of soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What happens

BOARD OF DIRECTORS

Our Board has nominated Uday B. Kompella, Ph.D. and Manish Potti for election as Class II directors at our Annual Meeting to hold office until our 2022 Annual Meeting of Stockholders.

Our Board is our company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for the day-to-day operations of our company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Uday B. Kompella, Ph.D. and Manish Potti, current Class II directors, have been nominated by our Board for election at the Annual Meeting for three-year terms that will expire at the 2022 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or upon their earlier death, resignation, retirement, disqualification or removal. Each of the Special Meeting is postponed or adjourned?

Unless the polls have closed or you have revoked your proxy, your proxy will stillnominees has agreed to be in effectnamed and may be voted once the Special Meeting is reconvened. However, you will stillto serve, and we expect each nominee to be able to changeserve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee of our Board will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or revoke yourher replacement.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee of our Board is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. This Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Amended and Restated Bylaws (“Bylaws”) provide that the number of members of our Board shall be fixed by the Board from time to time. Our Board was previously fixed at four members, until September 27, 2019, when we increased the size of the Board to seven members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

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In each of the director nominee and continuing director biographies that follow, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that the director nominee or continuing director should serve on our Board at this time.

DIRECTOR NOMINEES

CLASS II DIRECTORS— PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2022

Uday B. Kompella, Ph.D. has served as a member of our Board since September 2019. Dr. Kompella has served as Co-Founder and as a member of the board of directors of OpCo since September 2013, when he and Dr. Musunuri co-founded OpCo. Dr. Kompella has served as a Professor of Pharmaceutical Sciences, Ophthalmology, and Bioengineering at University of Colorado-Anschutz Medical Campus since March 2008.  He is a Fellow of the American Association of Pharmaceutical Scientists (AAPS) and the Association for Research in Vision and Ophthalmology (ARVO) and serves as the Editor-in-Chief for the journal Expert Opinion on Drug Delivery. Also, he is an editor for the journals, Pharmaceutical Research and the Journal of Ocular Pharmacology and Therapeutics. Dr. Kompella obtained his undergraduate degree from the Birla Institute of Technology and Science, a Master’s Degree

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in Pharmaceutical Engineering from Jadavpur University and a Ph.D. in Pharmaceutical Sciences from the University of Southern California.

Skills & Qualifications: Our Board believes Dr. Kompella’s deep experience with our business as a co-founder of OpCo and his academic experience in pharmaceutical sciences and ophthalmology provides him with the qualifications and skills to serve on our Board.

Manish Potti has served as a member of our Board since September 2019. Mr. Potti has served as a member of the board of directors of OpCo, our wholly-owned subsidiary, since November 2016 and has served as Co-Founder and President of Innogenix Pharma, a generic and specialty pharmaceutical company, since June 2016. He was previously Director of Business Development at Epic Pharma, a generic pharmaceutical company and contract manufacturing organization, from December 2014 to May 2016. Prior to his employment with Epic Pharma, Mr. Potti worked as an analyst at One William Street Capital from August 2010 to February 2014 and served as a consultant in the financial industry relating to fixed income portfolios from March 2014 to December 2014. Prior to his experience in pharmaceuticals, Mr. Potti spent several years in finance as an analyst and trader, working in investment banking and hedge funds. Mr. Potti holds a Bachelor’s of Science in Cellular and Molecular Biology from Johns Hopkins University, and a Master’s Degree in Financial Engineering from New York University.

Skills & Qualifications: Our Board believes Mr. Potti’s financial knowledge and significant investing experience, along with his previous experience in the pharmaceutical industry, provides him with the qualifications and skills to serve on our Board.

CONTINUING DIRECTORS

CLASS I DIRECTORS —TERMS EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS

Skills & Qualifications:

Shankar Musunuri, Ph.D., MBA has served as Chairman of the Board and as our Chief Executive Officer since September 2019. Dr. Musunuri has served as the Co-Founder and Executive Chairman of the Board of OpCo, our wholly-owned subsidiary, since September 2013 and has served as OpCo’s Chief Executive Officer since May 2015. Dr. Musunuri was a Founder, President, Chief Executive Officer, and a board member of Nuron Biotech, Inc. from April 2010 to May 2013. Previously, Dr. Musunuri spent nearly fifteen years at Pfizer Inc. where he had held various positions of increasing leadership and responsibility. Prior to Pfizer, Dr. Musunuri worked for Amylin Pharmaceuticals from 1993 to 1996. Dr. Musunuri obtained his Ph.D. in Pharmaceutical Sciences from the University of Connecticut

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and an MBA from Duke University’s Fuqua School of Business. He serves on the Advisory Board of Fuqua’s Center for Entrepreneurship and Innovation.

Skills & Qualifications: Our Board believes Dr. Musunuri’s perspective and history as our Co-Founder and Chief Executive Officer, as well as his executive, operational and commercial expertise, qualify him to serve on our Board.

Ramesh Kumar, Ph.D., has served as a member of our Board since September 2019. Dr. Kumar has served as a director of OpCo, our wholly-owned subsidiary, since June 2019. He co-founded Onconova Therapeutics, Inc. in 1998 and served as its Chief Executive Officer and a member of its board from 1998 to February 2019 and as its President from 1998 to June 2018. Dr. Kumar transitioned to an Advisory role with Onconova in January 2019. He has held positions in R&D and management at Princeton University, Bristol-Myers Squibb, DNX (later Nextran, a subsidiary of Baxter) and Kimeragen (later Valigen), where he served as President of the Genomics and Transgenics Division. Dr. Kumar obtained an undergraduate and Master’s degree in Microbiology from Panjab University and received his Ph.D. in Molecular Biology from the University of Illinois, Chicago and trained at the National Cancer Institute.

Skills & Qualifications: Our Board believes Dr. Kumar’s extensive senior executive and public company experience, and familiarity with the pharmaceutical industry qualify him to serve on our Board.

Junge (John) Zhang, Ph.D. has served as a member of our Board since September 2019. Dr. Zhang has served as a member of the board of directors of OpCo, our wholly-owned subsidiary, since May 2015. Dr. Zhang has served as the Founder, President, and CEO of Biopeptek Pharmaceuticals LLC, a custom peptide manufacturing company, since its founding in October 2010. Prior to founding Biopeptek, Dr. Zhang was with the Janssen Pharmaceutical division of Johnson & Johnson from October 2002 to April 2011. Before joining Johnson & Johnson, Dr. Zhang was a Senior Chemist at Eisai USA from December 1997 to October 2002. Dr. Zhang earned a Ph.D. in analytical chemistry from Drexel University, an M.S. in chemistry from University of Louisiana, and a B.S. in material science from Wuhan University of Technology in China.

Skills & Qualifications: Our Board believes Dr. Zhang’s extensive senior management experience in the pharmaceutical industry provides him with the qualifications and skills to serve on our Board.

CLASS III DIRECTORS —TERMS EXPIRING AT THE 2020 ANNUAL MEETING OF STOCKHOLDERS

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Frank N. Leo has served as a member of our Board since September 2019. Mr. Leo has served as a member of the board of directors of OpCo, our wholly-owned subsidiary, since February 2017. Since January 2008, Mr. Leo has served as a consultant, specializing in the pharmaceutical industry and private equity with over 30 years of experience in healthcare and pharmaceuticals. From 1999 to 2004, Mr. Leo served as President and Group President of Sterile Technologies and Life Sciences at Cardinal Health Inc. Mr. Leo left Cardinal Health in 2004 but continued to serve as a retained advisor through 2005. Mr. Leo also served as Chief Executive Officer of Morton Grove Pharmaceuticals from 2006 to 2007. Mr. Leo has served as a Board Member of Rx Elite, Monogen, GeneraMedix, Iogenetics and Capsugel and currently serves as a Board Member of Leiters Compounding and Azurity Pharmaceuticals. Mr. Leo attended Loyola University Chicago.

Skills & Qualifications: Our Board believes Mr. Leo’s experience serving as an executive in the health care services industry, as well as his extensive knowledge of the pharmaceutical sector, provides him with the qualifications and skills to serve on our Board.

Suha Taspolatoglu, M.D. has served as a member of our Board since September 2019. Dr. Taspolatoglu has served as a member of the board of directors of OpCo, our wholly-owned subsidiary, since June 2017. Since 2013, Dr. Taspolatoglu has been working as the Chief Executive Officer of Abdi Ibrahim Ilac Sanayi ve Ticaret A.S, a pharmaceutical company. Dr. Taspolatoglu joined Abdi Ibrahim as the head of sales and marketing division in 2001 and became managing director of sales and marketing division in 2007. From 2009 to 2013, Dr. Taspolatoglu worked as the General Manager of Roche Turkey. Dr. Taspolatoglu is a graduate of Ankara University Faculty of Medicine and served from 1986 to 1989 as a physician in the Ministry of Health..

Skills & Qualifications: Our Board believes Dr. Taspolatoglu’s background in marketing and sales in the pharmaceutical sector provides him with the qualifications and skills to serve on our Board.

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We are committed to good corporate governance and integrity in our business dealings. Our governance practices are documented in our Sixth Amended and Restated Certificate of Incorporation (the “Charter”), our Bylaws, our Code of Business Conduct and Ethics (the “Code of Conduct”), our Corporate Governance Guidelines and the charters of the committees of the Board (the “Committees”). Aspects of our governance documents are summarized below. You can find the charter for each Committee of the Board and our Code of Conduct on our website www.Ocugen.com under “Investors.”

BOARD INDEPENDENCE

Our Board has determined all of our directors, except for Dr. Musunuri, are “independent” directors, as defined under the rules of Nasdaq. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

The Histogenics Board of Directors determined that in the fiscal year ended December 31, 2018, the following directors were “independent” directors, as defined under the rules of Nasdaq: David Gill; John H. Johnson; Garheng Kong, M.D., Ph.D.; Kevin Rakin; Susan Washer; Michael Lewis and Josh Baltzell. Adam Gridley, Histogenics’ former Chief Executive Officer, served on the Histogenics Board of Directors and was deemed not “independent” by virtue of being an employee of Histogenics.

BOARD LEADERSHIP STRUCTURE

The Board should remain free to configure the leadership of the Board and the Company in the way that best serves the Company’s interests at the time and, accordingly, has no fixed policy with respect to combining or separating the offices of the Chairman of the Board and the Chief Executive Officer. Dr. Shankar Musunuri, our Chief Executive Officer, currently serves as the Chairman of the Board. Combining the roles of chief executive officer and chairman of the Board fosters accountability, effective decision-making and alignment between interests of the Board and management.

In the event that the Chairman is not independent, the Board may, but is not required to, appoint a Lead Independent Director, who shall be selected by a majority of the independent directors and who shall preside over executive sessions of the Board. As of the date of this Proxy Statement, the Board has not appointed a Lead Independent Director. The Nominating and Corporate Governance Committee shall periodically assess the Board’s leadership structure and whether the Board’s leadership structure is appropriate given the specific characteristics or circumstances of the Company.

BOARD COMMITTEES

Our Board has established various Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of our Committees is an independent director as that term is defined by the Securities and Exchange Commission (the “SEC”) and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities.

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RISK MANAGEMENT

The Board’s role in risk oversight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board actively overseeing management of our risks—both at the Board and Committee level. The risk oversight process includes receiving regular reports from Committees and our executive officers to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations (including cyber-security), finance, legal, regulatory, strategic and reputational risk.

The Board focuses on the overall risks affecting us. Each Committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility. For example:

·                                          The Audit Committee oversees management of financial reporting, compliance and litigation risks, including risks related to our insurance, information technology, cybersecurity, human resources and regulatory matters, as well as the steps management has taken to monitor and control such exposures.

·                                          The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies, plans and arrangements increase or decrease risk for the Company.

·                                          The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest and the effectiveness of the Board.

While each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through Committee reports about such risks. Matters of significant strategic risk are considered by our entire Board.

EVALUATING BOARD AND COMMITTEE EFFECTIVENESS

The Nominating and Corporate Governance Committee is responsible for overseeing periodic self-evaluations of the Board to determine whether it and its Committees are functioning effectively. Each Committee also conducts periodic self-evaluations of their own performance and reports their conclusions to the Board.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of corporate governance guidelines that are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, director responsibilities, director qualification standards, director access to management and independent advisors, director compensation, director orientation and continuing education, the periodic evaluations of our Board and its Committees and succession planning. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of perspectives, experience, expertise and skills. Our corporate governance guidelines are reviewed periodically by the Nominating and Corporate Governance Committee to assess the adequacy of the corporate governance guidelines and recommend any proposed changes to the Board. The corporate governance guidelines are amended by our Board when appropriate.

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DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS

Directors are encouraged, but not required, to attend our annual stockholder meetings. All of the Histogenics directors attended the 2018 Histogenics Annual Meeting.

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

During 2018, each director then serving on our Board attended at least 75% of the meetings of the Board and meetings of each Committee of the Board on which he or she served, except Kevin Rakin, who attended 67% of the meetings of the Board (but attended 75% or more of the meetings of the Committee on which he served). Each of our current directors was appointed to the Board in September 2019 and therefore did not attend any meetings in 2018.

Audit Committee

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and accounting and financial reporting processes, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

·                                          having sole discretion and direct responsibility for appointing, evaluating, retaining, compensating, overseeing, evaluating, and, when necessary, terminating our engagement with our independent registered public accounting firm;

·                                          discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures and preapproving all audit services;

·                                          establishing and overseeing compliance with our procedures governing treatment of complaints concerning our accounting, internal accounting controls, or auditing matters, and submissions of confidential, anonymous, employee concerns regarding accounting or auditing matters;

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·                                          reviewing our Code of Conduct and our compliance with applicable legal requirements, as well as any litigation or material government investigations, and making corresponding reports to the Board;

·                                          overseeing our risk assessment and risk management processes and the guidelines and procedures to implement such processes;

·                                          reviewing and ratifying all related person transactions, based on the standards set forth in our Related Person Transaction Policy; and

·                                          preparing the Audit Committee report required to be included in our annual proxy statement.

The members of our Audit Committee are Mr. Potti, Dr. Taspolatoglu and Dr. Kumar (Chair). All members of our Audit Committee are deemed “independent” and financially literate under the applicable rules and regulations of the SEC and Nasdaq. Each of Mr. Potti and Drs. Kumar and Taspolatoglu also qualifies as an “audit committee financial expert” within the meaning of SEC regulations.

Compensation Committee

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives and assures that our executive officers (including our CEO) are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

·                                          reviewing and recommending to the Board the terms of any binding offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements and other material agreements that we execute with the CEO, as well as reviewing and approving the terms of any such letters, arrangements, or agreements that we execute with any executive officer;

·                                          overseeing the evaluation of our executive officers and preparing assessments of their performance, to be discussed periodically with the Board; annually reviewing and making recommendations to the Board for approval of our CEO’s and other executive officers’ compensation level (including salary, bonus, incentive compensation, severance arrangements, change-in-control benefits and other forms of executive officer compensation);

·                                          reviewing and making recommendations to the Board regarding director compensation, including all forms of paid cash compensation and all forms of equity compensation granted to members of the Board;

·                                          reviewing and making recommendations to the Board regarding incentive compensation and equity-based plans, as well as approving employee benefit plans pursuant to which options or stock may be acquired by officers, directors, employees or consultants;

·                                          administering, or where appropriate, overseeing the administration of, executive and equity compensation plans and such other compensation and benefit plans that are adopted by us from time to time; and

·                                          determining stock ownership guidelines for our CEO and other executive officers and monitoring compliance with such guidelines, if deemed advisable by our Board or the Compensation Committee.

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Our Compensation Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisors, after taking into consideration applicable factors affecting independence that are specified under Nasdaq and SEC regulations. Our Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any retained compensation consultant, legal counsel and other advisor, and is empowered, without further action by the Board, to both determine and cause us to pay such compensation to any retained compensation consultant, legal counsel and other advisor retained by the Compensation Committee. Our CEO annually reviews the performance of each of the other executive officers, including the other named executive officers. He then recommends annual merit salary adjustments and any changes in annual or long-term incentive opportunities for other executives. The Compensation Committee considers our CEO’s recommendations in addition to data and recommendations presented by our executive compensation consultant.

The Compensation Committee has retained Radford, an independent compensation consulting firm, since January 2015. In February 2018, Radford presented a summary executive compensation report to the Compensation Committee. Radford previously provided the Compensation Committee with data about the compensation paid by our peer group of companies and other employers who compete with the Company for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and was available to advise the Compensation Committee regarding all of its responsibilities. The consultant serves at the pleasure of the Compensation Committee rather than the Company, and the consultant’s fees are approved by the Compensation Committee.

The members of our Compensation Committee are Dr. Zhang, Mr. Potti and Mr. Leo (Chair). The Board has determined that all Compensation Committee members are independent under the listing standards of Nasdaq, and that they are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code (the “Code”).

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board and to stand for election at the next annual meeting of stockholders, develops and recommends to the Board a set of corporate governance guidelines for the Board and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include:

·                                          periodically reviewing and adopting procedures regarding director candidates proposed by stockholders;

·                                          retaining and terminating any search firm used to identify director nominees, approving the search firm’s fees and other retention terms, and authorizing our payment of compensation to any such search firm without further action by the Board;

·                                          identifying, recommending and evaluating candidates, including candidates submitted by stockholders, for election to the Board and recommending to the Board (i) nominees to fill vacancies or new positions on the Board and (ii) the slate of nominees to stand for election by our stockholders at each annual meeting of stockholders;

·                                          developing and recommending to the Board corporate governance guidelines, and periodically reviewing and recommending any necessary or appropriate changes to such guidelines;

·                                          recommending to the Board (i) directors to be appointed to or to fill vacancies on each of our Committees; and (ii) director independence determinations for the Board as a whole and each of our Committees;

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·                                          periodically assessing the appropriate size, composition and leadership structure of the Board as a whole, the needs of the Board and the respective committees of the Board, and the qualification of director candidates in light of these needs;

·                                          overseeing periodic self-evaluations of the Board to determine whether it and its committees are functioning effectively, as well as determining the nature of the evaluation, supervising the conduct of the evaluation; and preparing an assessment of the Board’s performance to be discussed with the Board;

·                                          reviewing the adequacy of the Charter and Bylaws and recommending to the Board, as conditions dictate, amendments for consideration by the stockholders; and

·                                          reviewing plans for the development, retention and succession of our executive officers.

The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members, as described above in the section entitled “Board Structure and Composition.” Although the Nominating and Corporate Governance Committee has not established a formal policy regarding the consideration of diversity in identifying director nominees, the criteria for individuals qualified to become Board members as set forth in our Corporate Governance Guidelines includes diversity as a factor for consideration. The Nominating and Corporate Governance Committee considers candidates proposed by our stockholders and reviews and evaluates information available to it regarding candidates proposed by stockholders and applies the same criteria, and follows substantially the same process in considering them, as it does in considering other candidates.

The members of our Nominating and Corporate Governance Committee are Dr. Kumar, Dr. Kompella and Dr. Zhang (Chair). The Board has determined that all Nominating and Corporate Governance Committee members are independent under the listing standards of Nasdaq.

FAMILY RELATIONSHIPS

There are no family relationships among any of our directors or executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2018 and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is one of our officers or employees, and none of our executive officers has served or serves on the compensation committee or board of any company that employed or employs any member of our Compensation Committee or Board.

POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

Our Board has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers any financial transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds the lesser of (i) $120,000 in any twelve-month period or (ii) 1% of the average of our assets at the end of the last two fiscal years and in which any related person had, has or will have a direct or indirect material interest. Our management is responsible for determining whether a transaction is a related party transaction subject to our policy, and upon subject determination, is responsible for disclosing the material facts concerning the transaction and the related party’s interest in our transaction to our Audit Committee. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all available relevant facts and circumstances with respect to the proposal untiltransaction and shall evaluate all available options, including ratification, revision or termination of the pollstransaction.

Histogenics had adopted a related party transaction policy (the “Histogenics Related Party Transaction Policy”) under which its directors, executive officers and any person who was known to be the beneficial owner of more than 5% of

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any class of Histogenics voting securities, including their immediate family members and affiliates, were not permitted to enter into a related party transaction with Histogenics without the prior consent of Histogenics’ Audit Committee or another independent committee of the Histogenics Board where it was inappropriate for its Audit Committee to review such transaction due to a conflict of interest. Any request for Histogenics to enter into a transaction with an executive officer, director or any of such persons’ immediate family members or affiliates, in which the amount involved exceeded $120,000 must have closedfirst been presented to Histogenics’ Audit Committee for votingreview, consideration and approval. All of Histogenics’ directors and executive officers were required to report to its Audit Committee any such related party transaction. In approving or rejecting the proposed agreement, Histogenics’ Audit Committee was to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including costs and benefits to Histogenics, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Histogenics’ Audit Committee was to approve only those agreements that, in light of known circumstances, were not inconsistent with Histogenics’ best interests, as Histogenics’ Audit Committee determined in the good faith exercise of its discretion. All of the transactions described as Histogenics transactions under “Certain Relationships and Related Party Transactions” in this Proxy Statement were either approved or ratified in compliance with the Histogenics related party transaction policy.

Stockholder Communication

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties and will respond if and as appropriate.

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We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

INTRODUCTORY NOTE REGARDING PRESENTATION OF INFORMATION

On September 27, 2019, Histogenics completed the Merger of Merger Sub with OpCo. At the effective time of the Merger, each Histogenics director resigned and each of the OpCo directors was appointed to our Board. Accordingly, we have provided compensation disclosure with respect to all directors of Histogenics that served during 2018 and for those directors of OpCo that were appointed to our Board in connection with the Merger.

COMPENSATION PROGRAM

We do not currently have a formal director compensation policy in place. In connection with the Merger, the Histogenics’ director compensation program was suspended. The Compensation Committee and our Board intend to re-evaluate the Company’s director compensation policies.

SUMMARY HISTOGENICS 2018 DIRECTOR COMPENSATION

The following table provides summary information regarding 2018 compensation to Histogenics’ non-employee directors. Each of the directors listed below resigned from our Board in connection with the Merger, except for Dr. Kong and Mr. Johnson, who resigned from the Histogenics board of directors on February 22, 2019 and February 27, 2019, respectively.

The following table sets forth information regarding outstanding option awards held by each of Histogenics’ non-employee directors as of December 31, 2018.

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SUMMARY OPCO 2018 DIRECTOR COMPENSATION

For the fiscal year ended December 31, 2018, OpCo did not have a formal director compensation policy in place. The following table provides summary information regarding 2018 compensation to OpCo’s non-employee directors who also serve as our directors. Dr. Musunuri is not listed in the following table since he served as an employee of OpCo during 2018 as well as a member of the OpCo board of directors, and did not receive any additional compensation as a member of the OpCo board of directors. Dr. Musunuri’s compensation as an employee of OpCo is described under “Executive Compensation” below.

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GENERAL

The Audit Committee of the Board has appointed and engaged Ernst & Young LLP to serve as our independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the 2019 fiscal year, and to perform audit-related services. Ernst & Young LLP had audited OpCo’s financial statements since 2018. Grant Thornton LLP had served as the Company’s independent registered public accounting firm since 2012.

CHANGE IN CERTIFYING ACCOUNTANT

On September 27, 2019 the Audit Committee approved the termination the Company’s engagement with Grant Thornton LLP. The Company notified Grant Thornton LLP on October 9, 2019 that it would be dismissed as the Company’s independent registered public accounting firm effective immediately.

Grant Thornton LLP’s reports on the proposal.Company’s financial statements for the years ended 2017 and 2018 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal years ended 2017 and 2018, and the subsequent interim period through October 9, 2019, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

How can I find out

On September 27, 2019, the resultsAudit Committee approved the appointment of Ernst & Young LLP as the Company’s new independent registered public accounting firm, effective upon the dismissal of Grant Thornton LLP.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The Audit Committee works with our management in order to negotiate appropriate fees with its independent registered public accounting firm and is ultimately responsible for approving those fees. The following is a summary and description of fees for services provided by its former independent registered public accounting firm, Grant Thornton LLP, in fiscal years 2018 and 2017. Other than as set forth below, no professional services were rendered or fees billed by Grant Thornton LLP during fiscal years 2017 and 2018.

“Audit fees” means the fees billed or incurred by Grant Thornton LLP for professional services rendered in connection with the annual audit and quarterly review of our consolidated financial statements for the years ended December 31, 2018 and 2017, the consents issued for our registration statements, the statements included in our filings with the SEC regarding registered direct and public common stock and warrant offerings in 2018 and the use of Grant Thornton LLP’s online research tool.

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“All Other Fees” consisted of amounts paid to Grant Thornton LLP for the use of its online accounting tool.

All fees described above were pre-approved by the Histogenics Audit Committee in accordance with applicable SEC requirements.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the voting atindependent registered public accounting firm. The Audit Committee’s charter establishes a policy that all audit and permissible non-audit services provided by the Special Meeting?independent registered public accounting firm will be pre-approved by the Audit Committee.

Preliminary voting results are expected

The Histogenics Audit Committee had adopted a policy to pre-approve all audit and permissible non-audit services rendered by Grant Thornton LLP, its independent registered public accounting firm. The Audit Committee could pre-approve specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of Grant Thornton LLP or on an individual case-by-case basis before Grant Thornton LLP was engaged to provide a service. The Histogenics Audit Committee had determined that the rendering of tax-related services by Grant Thornton LLP is compatible with maintaining the principal accountant’s independence for audit purposes. Grant Thornton LLP was not engaged to perform any non-audit services.

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The Audit Committee of Histogenics reviewed and discussed with Grant Thornton LLP the audited consolidated financial statements of Histogenics for the year ended December 31, 2018. In addition, the Histogenics Audit Committee discussed with Grant Thornton LLP those matters required to be announced atdiscussed by Statement of Accounting Standards 114, as modified, as adopted by the Special Meeting. Final voting results willPublic Company Accounting Oversight Board (“PCAOB”) in Rule 3200T and by PCAOB Auditing Standard No. 1301, Communications with Audit Committees, as may be reported on a Currentfurther modified or supplemented. Additionally, Grant Thornton LLP provided to the Audit Committee of Histogenics the written disclosures and the letter required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, as adopted by the PCAOB. The Histogenics Audit Committee also discussed with Grant Thornton LLP its independence from the Company.

Based upon the review and discussions described above, the Audit Committee of Histogenics recommended to the Board that the audited consolidated financial statements of Histogenics for the year ended December 31, 2018 be included in the Annual Report on Form 8-K filed10-K for Histogenics for the year ended December 31, 2018 for filing with the SEC.

Submitted by the following members of the Audit Committee of Histogenics:

David Gill, Chairman

Susan Washer

Kevin Rakin

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The following table sets forth the name, age and position of each of our executive officers as of the date of this Proxy Statement:

Shankar Musunuri, Ph.D., MBA – For biographical information for Dr. Musunuri, see “Board of Directors – Continuing Directors.”

Sanjay Subramanian, MBA, has served as our Chief Financial Officer, Chief Accounting Officer and Treasurer since October 2019. Prior to joining us, Mr. Subramanian worked at Aralez Pharmaceuticals Inc., a specialty pharmaceutical company, where he served as Chief Financial Officer since January 2019, and prior to that as Vice President and Treasurer from October 2015. Aralez (renamed Old API Wind-Down Ltd. in February 2019) voluntarily commenced restructuring proceedings in Canadian Court and its U.S.-based subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in August 2018, which became effective in May 2019. He was the Director of Treasury at Bausch Health Companies, Inc., a specialty pharmaceutical company, from 2013 to October 2015. Mr. Subramanian started his finance career in 2008 at General Motors Company where he held various positions before ending as the Treasurer of GM Korea in 2012. He obtained his MBA from MIT Sloan School of Management, a Master of Science from both MIT and The Ohio State University and a Bachelor of Technology from Indian Institute of Technology.

Daniel Jorgensen, M.D., M.P.H., MBA, has served as our Chief Medical Officer since September 2019. Dr. Jorgensen has served as the Chief Medical Officer of OpCo, our wholly-owned subsidiary, since April 2017. Prior to joining OpCo, Dr. Jorgensen worked as Chief Medical Officer at Crestovo, LLC, a clinical stage biopharmaceutical company, from April 2016 to April 2017, at Cellceutix Corporation (now Innovation Pharmaceuticals, Inc.), a clinical stage biopharmaceutical company, from January 2015 to March 2016 and at SANUWAVE Health, Inc. from May 2013 to September 2014. Dr. Jorgensen also worked at Pfizer Inc. from January 2000 to January 2010, where he served in various senior leadership positions, and at Pasteur Merieux Connaught from 1998 to 2000. Prior to joining the private sector, Dr. Jorgensen was an Epidemic Intelligence Service Officer at the Centers for Disease Control and Prevention. Dr. Jorgensen received his undergraduate degree from Yale University, his MD from the University of Wisconsin, his MPH from the University of Washington, and his MBA from Yale University.

Rasappa Arumugham, Ph.D., has served as our Chief Scientific Officer since September 2019. Dr. Arumugham has served as Vice President, Research and Development of OpCo, our wholly-owned subsidiary, since March 2017 and had served as the Chief Scientific Officer of OpCo since March 2018. Prior to joining OpCo, Dr. Arumugham worked at Soligenix, Inc., a late stage biopharmaceutical company, as Vice President, Biopharmaceutical Development from August 2014 to March 2017 and also served as the Principal Investigator. Previously, he served as the Head of Microbial Analytics at the Manufacturing Division at Merck & Co., Inc. from December 2011 to September 2013. Prior to joining

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Merck, Dr. Arumugham spent 25 years in various biologics/vaccines research and development positions of increasing responsibilities at Pfizer Inc. and Wyeth. Dr. Arumugham earned his Ph.D. and MSc in Biochemistry and BSC in Chemistry from the University of Madras, India.

Vijay Tammara, Ph.D., has served as our Vice President, Regulatory & Quality since September 2019. Dr. Tammara has served as Vice President, Regulatory & Quality of OpCo, our wholly-owned subsidiary, since August 2017. Prior to joining OpCo, Dr. Tammara worked at VRT Pharma Consulting LLC, a business consulting company, as CEO and President from July 2014 to August 2017. Dr. Tammara previously served as VP Regulatory Affairs at Nuron Biotech Inc. from September 2010 to August 2013, Director of Regulatory Affairs at Merck & Co., Inc. from March 2004 to September 2010, Senior Associate Director at Wyeth Pharmaceuticals from September 2002 to March 2004, and Assistant Director at Sanofi-Synthelabo in Worldwide Regulatory Affairs from March 2000 to September 2000. Dr. Tammara received his Bachelor of Pharmacy from Kakatiya University, Master’s in Pharmacy from Nagpur University, and Ph.D. in Pharmaceutics from the University of Louisiana, Monroe, LA.

Kelly Beck, MBA, SPHR, SHRM- SCP, PMP, has served as our Vice President, Investor Relations and Administration and Corporate Secretary since September 2019. Ms. Beck has served as Vice President, Investor Relations and Administration of OpCo, our wholly-owned subsidiary, since July 2017. Prior to joining OpCo, Ms. Beck worked at hrQ, an HR executive recruiting, consulting and interim staffing company, as Vice President and Managing Director from August 2016 June to 2017. Ms. Beck has served in senior human resources and administrative leadership roles with PRA Health Sciences from February 2015 to August 2016, DrugDev (formerly CFS Clinical) from January 2011 to January 2015, Pennsylvania Bio, from August 2009 to May 2010, Tengion, Inc. from April 2005 to August 2009 and General Fiber Communications from April 2003 to April 2005. Ms. Beck obtained her MBA from Penn State University with a concentration in biotechnology and health industry management, MS in Human Resource Development from Villanova University and her BS in Business Administration with a concentration in Accounting from Millersville University. She also holds SPHR, SHRM-SCP and PMP certifications.

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INTRODUCTORY NOTE REGARDING PRESENTATION OF INFORMATION

On September 27, 2019, Histogenics completed the Merger of Merger Sub with OpCo. At the effective time of the Merger, the management of Histogenics was replaced with the management of OpCo. Accordingly, we have included compensation information with respect to Histogenics’ “named executive officers” under SEC rules for 2017 and 2018 and with respect to the executive officers of OpCo that would have been “named executive officers” of OpCo for 2018 (such executive officers are referred to as OpCo’s named executive officers).

HISTOGENICS EXECUTIVE COMPENSATION

Histogenics Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers during the fiscal years ended December 31, 2018 and December 31, 2017, each of whom was an executive officer of Histogenics.

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Narrative Explanation of Certain Aspects of the Summary Compensation Table

The compensation paid to Histogenics’ named executive officers during the year ended December 31, 2018 consisted of the following components:

·                  Base salary;

·                  Performance-based cash bonuses; and

·                  Long-term incentive compensation in the form of stock options.

Base Salaries

For the year ended December 31, 2018, the annual base salaries for Histogenics’ named executive officers were as follows: Mr. Gridley - $478,065; Mr. Kennedy - $391,875; and Dr. Haut - $377,415. In addition to actions taken with respect to hiring new, or promoting existing, executive officers, Histogenics’ Compensation Committee approved the annual base salaries for Histogenics’ named executive officers for the fiscal year ended December 31, 2018, and approved option grants under Histogenics’ 2013 Equity Incentive Plan to certain of Histogenics’ named executive officers, as listed below in the section entitled “Histogenics Outstanding Equity Awards at 2018 Fiscal Year-End.” Histogenics’ named executive officers’ base salaries were not increased for the year ending December 31, 2019.

Performance-Based Bonuses

Pursuant to employment agreements with Messrs. Gridley and Kennedy and Dr. Haut, each named executive officer was eligible to earn an annual bonus equal to a specified percentage of his base salary (60% with respect to Mr. Gridley, 40% with respect to Mr. Kennedy and 35% with respect to Dr. Haut). The actual amount of bonus earned was determined by Histogenics’ Board based on performance and the officer’s achievement of objectives and goals determined by Histogenics’ Chief Executive Officer (or, with respect to Mr. Gridley, the Histogenics Board). No performance-based bonuses were awarded to Histogenics’ named executive officers for the year ended December 31, 2018 and no later thanchanges were made to the fourth business day afterspecified percentage of base salary potentially available as a performance-based bonus for Histogenics’ named executive officers for the Special Meeting, or November 29, 2016.year ending December 31, 2019.

How can I find

Long-Term Incentive Compensation

Histogenics historically offered stock options to its employees, including its named executive officers, as the long-term incentive component of Histogenics’ proxy materialscompensation program. Histogenics stock options allowed its employees to purchase shares of Histogenics common stock at a price equal to the fair market value of Histogenics common stock on the Internet?

This proxy statement is availabledate of grant. Histogenics stock options generally vested as to 25% of the total number of option shares on the “Investors” sectionfirst anniversary of our corporate website located at http://ir.histogenics.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Additionally,award and in accordance with SEC rules, you may access this proxy statement at www.proxyvote.com, which does not have “cookies” that identify visitorsequal monthly installments over the following 36 months.

For information regarding the vesting acceleration provisions applicable to the site.options held by Histogenics’ named executive officers, “Histogenics Change in Control Benefits” below.

How do I obtain a separate set

Histogenics Outstanding Equity Awards at Fiscal Year-End for 2018

The following table summarizes the number of Histogenics’ proxy materials if I share an address with other stockholders?shares of common stock underlying outstanding equity incentive plan awards for each Histogenics named executive officer as of December 31, 2018:

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Histogenics Employment Agreements and Severance Benefits

Adam Gridley

In some cases, stockholders holding their shares inApril 2014, Histogenics entered into a brokerage or bank account who share the same surnameletter agreement with Adam Gridley, under which Mr. Gridley agreed to become Histogenics’ president and address receive only one copychief executive officer, effective as of the proxy statement. This practice, called “householding,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have a separate copy of the proxy statement mailed to you or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your proxy card. We will deliver such additional copies promptly upon receipt of such request.

In other cases, stockholders receiving multiple copies at the same address may wish to receive only one. If you would like to receive only one copy if you now receive more than one, please submit your request to the address or phone number that appears on your proxy card.

Can I receive future proxy materials and annual reports electronically?

Yes. This proxy statement is available on the “Investors” section of our corporate website located at http://ir.histogenics.com. Instead of receiving paper copies in the mail, stockholders can electMay 12, 2014. Under this agreement, Mr. Gridley’s base salary for 2018 was $478,065 per year. Mr. Gridley was eligible to receive an emailannual cash bonus with a target equal to 60% of his base salary, subject to satisfaction of objective or subjective criteria established by the Histogenics Board.

Pursuant to his letter agreement, Mr. Gridley received options to purchase up to 235,655 shares of Histogenics common stock. The shares subject to such options were to vest 25% after the first twelve months of Mr. Gridley’s continuous service, with the remainder vesting in equal monthly installments over the next three years of his continuous service. In connection with the closing of the Merger, all of Mr. Gridley’s options to purchase Histogenics shares were cancelled. In addition, for information regarding the vesting acceleration provisions applicable to Mr. Gridley’s options, please see “Histogenics Change in Control Benefits” below.

Pursuant to a reduction in force approved by the Histogenics Board in March 2019, Mr. Gridley’s employment with Histogenics terminated effective March 22, 2019. Mr. Gridley retained his statutory titles of president, treasurer and secretary of Histogenics while he provided consulting services to Histogenics, and remained a director of Histogenics until September 27, 2019. In connection with the execution of the separation agreement entered into between the Histogenics and Mr. Gridley in connection with his termination, Mr. Gridley received (i) $478,065 and (ii) payment of monthly COBRA premiums until the earlier of 12 months, the expiration of COBRA continuation coverage and the date when Mr. Gridley is offered substantially equivalent health insurance in connection with new employment or self-employment. Mr. Gridley also received $191,200 pursuant to the Histogenics’ Amended and Restated Executive Officer Retention Bonus Plan then in effect. Histogenics and Mr. Gridley also entered into a consulting agreement pursuant to which Mr. Gridley provided consulting services to Histogenics through June 30, 2019 for an hourly fee of $250.

Stephen Kennedy

In October 2017, Stephen Kennedy was promoted to Chief Operating Officer of Histogenics. In connection with this promotion, Histogenics entered into an amended and restated employment agreement with Mr. Kennedy. Under this amended agreement, Mr. Kennedy’s base salary for 2018 was $391,875. Mr. Kennedy was eligible to receive an annual cash bonus equal to 40% of his base salary, subject to satisfaction of objective or subjective criteria established by the Histogenics Board.

Pursuant to his amended and restated employment agreement, Mr. Kennedy received an option to purchase up to 50,000 shares of Histogenics common stock, as described in more detail above under “Histogenics Outstanding Equity Awards at Fiscal Year-End for 2018.” The shares subject to the option vested 25% on October 10, 2018 with the remainder vesting in equal monthly installments over the next three years of his continuous service. In connection with the closing of the Merger, on September 27, 2019 all of Mr. Kennedy’s outstanding and unexercised options to purchase Histogenics shares were cancelled. In addition, for information regarding the vesting acceleration provisions applicable to Mr. Kennedy’s option, please see “Histogenics Change in Control Benefits” below.

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Pursuant to a reduction in force approved by the Histogenics Board in March 2019, Mr. Kennedy’s employment with Histogenics terminated effective March 22, 2019. In connection with the execution of the separation agreement entered into between Histogenics and Mr. Kennedy, Mr. Kennedy received (i) $293,906 and payment of monthly COBRA premiums until the earlier of 12 months, the expiration of COBRA continuation coverage and the date when Mr. Kennedy is offered substantially equivalent health insurance in connection with new employment or self-employment. Mr. Kennedy also received $156,750 pursuant to the Histogenics’ Amended and Restated Executive Officer Retention Bonus Plan then in effect. Histogenics and Mr. Kennedy also entered into a consulting agreement pursuant to which Mr. Kennedy provided consulting services to Histogenics through June 30, 2019 for an hourly fee of $220.

Donald Haut, Ph.D.

In June 2017, Histogenics entered into an employment agreement with Donald Haut, Ph.D. in connection with his appointment as Histogenics’ Chief Business Officer. Under this agreement, Dr. Haut’s base salary for 2018 was $377,415. Dr. Haut was eligible to receive an annual cash bonus with a target amount equal to 35% of his base salary, subject to satisfaction of objective or subjective criteria established by the Histogenics Board.

Pursuant to his employment agreement, Dr. Haut received an option to purchase up to 195,000 shares of Histogenics common stock, as described in more detail above under “Histogenics Outstanding Equity Awards at Fiscal Year-End for 2018.” The options vested 25% after the first twelve months of Dr. Haut’s continuous service, with the remainder vesting in equal monthly installments over the next three years of his continuous service. In connection with his separation from service and pursuant to his employment agreement, Dr. Haut also received an additional nine months of vesting for all outstanding options at the time of separation. In connection with the closing of the Merger, on September 27, 2019, all of Dr. Haut’s outstanding and unexercised options to purchase Histogenics shares were cancelled. For further information regarding the vesting acceleration provisions applicable to Dr. Haut’s option, please see “Histogenics Change in Control Benefits” below.

Dr. Haut was terminated in connection with a reduction in force implemented in January 2019. On January 23, 2019, Histogenics and Dr. Haut entered into a Separation Agreement pursuant to which Dr. Haut received (i) cash payment of his monthly base salary for nine months and (ii) payment of monthly COBRA premiums until the earliest of 9 months, the expiration of COBRA continuation coverage or the date Dr. Haut is offered substantially equivalent health insurance coverage in connection with new employment or self-employment. Dr. Haut also received $94,354 pursuant to the Histogenics’ Amended and Restated Executive Officer Retention Bonus Plan then in effect.

Histogenics Change in Control Benefits

Pursuant to the employment agreements in effect on December 31, 2018, which, as described above, were each terminated in 2019, in the event that providesHistogenics experienced a change in control and within twelve months after such change in control, a named executive officer was terminated by Histogenics without cause or such individual resigned for good reason, then such individual’s options would become fully vested and exercisable. For purposes of the stock option agreements, change in control meant an acquisition by any individual, entity or group of 50% or more of Histogenics’ voting stock, certain changes in the composition of the Histogenics Board, Histogenics’ merger, consolidation, liquidation, dissolution or sale of all or substantially all of Histogenics’ assets.

OPCO EXECUTIVE COMPENSATION

OpCo Summary Compensation Table

The following table sets forth information concerning the compensation of OpCo’s officers who would have been named executive officers under the SEC rules during the fiscal year ended December 31, 2018.

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Narrative Explanation of Certain Aspects of the Summary Compensation Table

Base Salaries

Historically, OpCo has used base salaries to recognize the experience, skills, knowledge and responsibilities required of all employees, including the named executive officers. Base salaries are reviewed annually, typically in connection with the annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. In January 2018, the OpCo Board and Compensation Committee authorized adjustments to the executive management salaries to bring base salaries closer to the 50th percentile of market data for pre-IPO companies. In March 2018, Rasappa Arumugham was promoted to OpCo’s Chief Scientific Officer and his salary was adjusted by OpCo’s Compensation Committee accordingly.

Annual Cash Bonuses

While OpCo historically has not maintained a formal performance-based cash bonus plan, OpCo’s employment agreements with its named executive officers provide that the executive may be eligible to earn an annual performance bonus of up to a targeted percentage of the executive’s base salary. From time to time, the OpCo Board may approve annual bonuses for the named executive officers based on individual performance, company performance or as otherwise determined to be appropriate. No annual bonuses were paid in respect of the fiscal year ended December 31, 2018.

Equity Compensation

For 2018, OpCo did not have a formal policy with respect to the grant of equity incentive awards to the named executive officers, or any formal equity ownership guidelines applicable to them. However, OpCo believes that equity grants provide the named executive officers with a strong link to our futurelong-term performance, creates an ownership culture and helps to align the interests of executive officers and stockholders. In addition, OpCo believes that equity grants with a time-based vesting feature promote a focus on long-term value creation and improved executive retention because this feature incentivizes the named executive officers to remain employed during the vesting period. Accordingly, the OpCo Board periodically has reviewed the equity incentive compensation of the named executive officers and from time to time may grant equity incentive awards to them.

OpCo’s practice has been to grant stock option awards to each executive officer at the start of employment and on an annual reportsbasis for performance and proxy materialsretention purposes. Stock options may also be granted for accomplishments of

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specific company milestones. Stock options are awarded on the internet. Optingdate the OpCo board of directors approves the grant. The option exercise price and grant date fair value are set based on the per-share value on the date of grant.

OPCO Outstanding Equity Awards at Fiscal Year-End for 2018

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each of OpCo’s named executive officer as of December 31, 2018 and reflect the conversion and reverse stock split that occurred in connection with the Merger.

OpCo Employment Agreements

OpCo had entered into employment agreements with each of its named executive officers as described below. Each of the agreements described below relates to the information appearing in the tables in this “OpCo Executive Compensation” section.

Shankar Musunuri

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Dr. Musunuri serves as OpCo’s Chief Executive Officer and Chairman of the OpCo Board pursuant to an employment agreement with OpCo dated January 1, 2018, which amended and restated previous employment agreements. In January 2018, Dr. Musunuri’s base salary was set at $420,000 per annum, which is subject to annual review and adjustment by the OpCo Board. In addition, Dr. Musunuri is eligible to receive your proxy materials electronicallya discretionary bonus in a target amount of 40% of his annual base salary, as determined by the OpCo Board in its sole discretion; no such bonus was paid for the year ended December 31, 2018.

Subject to his execution and nonrevocation of a release of claims in Ocugen’s favor, in the event of the termination of Dr. Musunuri’s employment by Ocugen without cause or by him for good reason, each as defined in his employment agreement, Dr. Musunuri will save usbe entitled to a lump sum payment in an amount equal to (i) twenty-four-months of his then-current annual base salary and (ii) up to eighteen months of COBRA premiums for continued health benefit coverage on the costsame terms as were applicable to him prior to his termination.

Daniel Jorgensen

Dr. Jorgensen serves as OpCo’s Chief Medical Officer pursuant to an employment agreement with Ocugen dated April 3, 2017. In January 2018, Dr. Jorgensen’s base salary was increased from $325,000 per annum to $341,250 per annum, which is subject to annual review and adjustment by OpCo’s compensation committee. In addition, Dr. Jorgensen is eligible to receive a discretionary bonus in a target amount of producing30% of his annual base salary, as determined by the OpCo Board in its sole discretion; no such bonus was paid for the year ended December 31, 2018.

Subject to his execution and mailing documentsnonrevocation of a release of claims in Ocugen’s favor, in the event of the termination of Dr. Jorgensen’s employment by Ocugen without cause or by him for good reason, each as defined in his employment agreement, Dr. Jorgensen will be entitled to your homea lump sum payment in an amount equal to (i) six months of his then-current annual base salary or businesstwelve months of his then-current annual base salary if such termination occurs within twelve months after a change in control and (ii) up to eighteen months of COBRA premiums for continued health benefit coverage on the same terms as were applicable to him prior to his termination.

Rasappa Arumugham

Dr. Arumugham serves as OpCo’s Chief Scientific Officer pursuant to an employment agreement with Ocugen dated March 1, 2018, which amended and restated previous employment agreements. In March 2018, Dr. Arumugham’s base salary was $287,000 per annum, which was subject to annual review and adjustment by OpCo’s compensation committee. In addition, Dr. Arumugham was eligible to receive a discretionary bonus in a target amount of 30% of his annual base salary, as determined by the OpCo Board in its sole discretion; no such bonus was paid for the year ended December 31, 2018.

Subject to his execution and nonrevocation of a release of claims in Ocugen’s favor, in the event of the termination of Dr. Arumugham’s employment by Ocugen without cause or by him for good reason, each as defined in his employment agreement, Dr. Arumugham will be entitled to a lump sum payment in an amount equal to (i) six months of his then-current annual base salary or twelve months of his then-current annual base salary if such termination occurs within twelve months after a change in control and (ii) up to eighteen months of COBRA premiums for continued health benefit coverage on the same terms as were applicable to him prior to his termination.

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Our Board has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. For more information regarding our related party transactions policy, see “Corporate Governance and Risk Management – Policies and Procedures for Related Person Transactions” above.

The board of directors of Histogenics had adopted the Histogenics Related Party Transaction Policy. For more information regarding Histogenics’ Related Party Transaction Policy see “Corporate Governance and Risk Management – Policies and Procedures for Related Party Transactions” above.

Described below are any transactions occurring since January 1, 2017 and any currently proposed transactions to which either we were a party and in which

·the lesser of $120,000 or 1% of the average of the total assets at year-end for the last two completed fiscal years; and

·a director, executive officer, holder of more than 5% of our outstanding capital stock or any member of such person’s immediate family had or will have a direct or indirect material interest, other than the compensation, termination and change of control arrangements that are described under the section titled “Executive Compensation.”

All of the transactions set forth below were pursuant to the Histogenics Related Party Transaction Policy. The historical share and per share amounts set forth below do not reflect the reverse stock split that occurred in the Merger.

February 2019 Repricing and Exercise of Warrants

As described below, as part of the Private Placement, Histogenics sold and issued the 2016 Warrants. The exercise price of the 2016 Warrants was $2.25 per share. Also as described below, as part of the October 2018 Offering, Histogenics sold and issued the 2018 Warrants. The exercise price of the 2018 Warrants was $0.70 per share, subject to Histogenics’ right pursuant to Section 2(e) of the 2018 Warrants to reduce the environmental impactexercise price to any amount and for any period of our stockholder meetingstime deemed appropriate by Histogenics Board (the “Voluntary Adjustment Right”).

On February 8, 2019, Histogenics and will give you an automatic linkcertain holders of the 2016 Warrants (the “Participating 2016 Holders”) entered into a Warrant Amendment and Exercise Agreement (the “2016 Exercise Agreement”) pursuant to which Histogenics agreed to reduce the exercise price of the 2016 Warrants held by such Participating 2016 Holders from $2.25 to $0.01 per share (the “2016 Reduced Exercise Price”) in consideration for the exercise of the 2016 Warrants held by such Participating 2016 Holders in full at the 2016 Reduced Exercise Price for cash and provided a general release of claims of such Participating 2016 Holders against Histogenics with respect to the proxy voting site.2016 Warrants. Histogenics also agreed to modify the reference to “three (3) Trading Days” in the first sentence of Section 2(d)(i) of the 2016 Warrants held by the Participating 2016 Holders to “two (2) Trading Days.” The Participating 2016 Holders owned, in the aggregate, 2016 Warrants to purchase a total of 12,957,953 shares of Histogenics common stock. After the full exercise of the 2016 Warrants held by the Participating 2016 Holders, 2016 Warrants to purchase approximately 508,714 shares of Histogenics common stock remained outstanding.

Whom should I call if I have any questions?

If you have any questions, would like additionalOn February 8, 2019, pursuant to the Voluntary Adjustment Right, Histogenics proxy materials or proxy cards, or need assistancedetermined to reduce the exercise price of the 2018 Warrants from $0.70 to $0.01 per share (the “2018 Reduced Exercise Price”) through the close of business on February 8, 2019. Additionally, on February 8, 2019, Histogenics and all of the holders of the 2018 Warrants (the “Participating 2018 Holders” and, together with the Participating 2016 Holders, the “Holders”) entered into a Warrant Exercise Agreement (the “2018 Exercise Agreement”) pursuant to which in voting your shares, please contact Investor Relations, Histogenics Corporation, 830 Winter Street, 3rd Floor, Waltham, MA 02451 or by telephone at (781) 547-7900.

Important Notice Regarding Proxy Materials

consideration for the Special2018 Reduced Exercise Price, the Participating 2018 Holders agreed to exercise the 2018 Warrants held by such Participating 2018 Holders in full at the 2018 Reduced Exercise Price for cash and provided a general release of

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claims of such Participating 2018 Holders against Histogenics with respect to be Held on Tuesday, November 22,the 2018 Warrants. The Participating 2018 Holders owned, in the aggregate, 2018 Warrants to purchase a total of 19,616,250 shares of Histogenics’ common stock. After the full exercise of the 2018 Warrants held by the Participating 2018 Holders, no 2018 Warrants remain outstanding.

Wilmslow Estate Limited (“Wilmslow”), which was a greater than 5% holder of Histogenics common stock and an affiliate of Michael Lewis, a former member of the Histogenics Board, exercised their outstanding 2016 Warrants and 2018 Warrants pursuant to a 2016 Exercise Agreement and 2018 Exercise Agreement, respectively. Kevin Rakin, a former member of the Histogenics Board, and certain of his affiliated trusts, exercised their outstanding 2016 Warrants and 2018 Warrants pursuant to a 2016 Exercise Agreement and 2018 Exercise Agreement, respectively.

This proxy statement is available on-line atwww.proxyvote.com.

OVERVIEW

Private PlacementOctober 2018 Public Offering

On

In October 2018, Histogenics closed an underwritten public offering (the “October 2018 Offering”) of 26,155,000 shares of Histogenics common stock and warrants to purchase up to 19,616,250 shares of common stock, at a combined purchase price of $0.65 per share of common stock and accompanying warrant (the “Securities”). The gross proceeds from this offering were $17.0 million, before deducting underwriting discounts and commissions, and offering expenses payable by Histogenics. The warrants were exercisable immediately upon issuance at a price of $0.70 per share of common stock and have a term of five years commencing on the date of issuance.

Wilmslow, which was a greater than 5% holder of Histogenics common stock and an affiliate of Michael Lewis, a former member of the Histogenics Board, purchased Securities in the October 2018 Offering. Kevin Rakin, a former member of the Histogenics Board, purchased Securities in the October 2018 Offering.

2016 Private Placement

In September 15, 2016, weHistogenics entered into a securities purchase agreement with certain institutional and accredited investors (the “Securities Purchase Agreement”) for the sale and issuance of 2,596,059 shares of our Common StockHistogenics common stock (the “Common Shares”) and 24,158.8693 shares of our newly-createdHistogenics Series A Convertible Preferred Stock (the “Preferred Stock,” and such shares, the “Preferred Shares”), which Preferred Shares arewere convertible into an aggregate of 10,737,275 shares of our Common Stock. On September 29, 2016, the transactions contemplated by the Securities Purchase Agreement closed, and we sold and issued the Common Shares and Preferred SharesHistogenics common stock, for total consideration of approximately $30,000,000. $30,000,000 (the “Private Placement”).

H.C. Wainwright & Co., LLC (“HCW”) served as the sole placement agent for the Private Placement. As part of the Private Placement, weHistogenics provided each purchaser 100% warrant coverage based on an as-converted number of shares of our Common StockHistogenics common stock issued and issuable upon conversion of the Preferred Shares plus the Common Shares and accordingly issued the investors warrants (the “Purchaser Warrants”) to purchase 13,333,334 shares of our Common StockHistogenics common stock at an exercise price of $2.25 per share and exercisable for a period of five years following receipt of the stockholder approval required under the Securities Purchase Agreement. WeHistogenics also issued HCW a warrant (the “HCW Warrant” and, together with the Purchaser Warrants, the “Common Stock Warrants”) for the purchase of up to 133,333 shares of Common Stockcommon stock at an exercise price of $2.25 per share and exercisable for a period of five years following receipt of the stockholder approval required under the Securities Purchase Agreement pursuant to the terms of ourHistogenics’ letter agreement with HCW. See “Participants in

The certificate of designation filed with the Private Placement” below.

As set forth below,Secretary of State of the CertificateState of Designation (as defined below)Delaware describing the rights, preference and privileges of theHistogenics Series A Convertible Preferred Stock providesprovided that, until stockholder approval iswas obtained, holders maycould not convert the Preferred Shares if such conversion willwould result in the purchasers under the Securities Purchase Agreement owning in the aggregate an amount of Common Stockcommon stock issued in connection with the Private Placement in excess of 19.99% the number of shares of Common Stockcommon stock outstanding immediately prior to the closing of the Private Placement. The Common Stock Warrants provideprovided that until

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stockholder approval iswas obtained, holders maycould not exercise the Common Stock Warrants.

The Private Placement is further described in our periodic filings with the SEC, including the Current Reports on Form 8-K filed September 16, 2016 and September 29, 2016. We refer you to those filings, and the documents filed therewith, and incorporate them by reference into this proxy statement. See “Incorporation of Certain Information by Reference” below. The securities issued pursuant to the Securities Purchase Agreement were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, including Regulation D.

On September 29, 2016, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”), the form of which was included as Exhibit 3.3 to our Form 8-K filed with the SEC on September 16, 2016 and which is incorporated herein by reference. The designations, preferences, limitations, restrictions and relative rights of the Series A Convertible Preferred Stock are as follows: (i) a stated value of $1,000 per share; (ii) a conversion price of $2.25 per share of Common Stock; (ii) the option to convert into the number of shares of Common Stock equal to the stated value divided by the conversion price, provided that until stockholder approval is Histogenics obtained holders may not convert (and there shall not be any mandatory conversion) if such conversion will result in the purchasers under the Securities Purchase Agreement owning in the aggregate an amount of Common Stock issued in connection with the Private Placement in excess of 19.99% of the number of shares of Common Stock outstanding immediately prior to the closing of the Private Placement; and (iii) the right to receive, upon any liquidation, dissolution, or winding-up of our Company, out of our assets, the same amount that a holder of our Common Stock would receive if the Series A Convertible Preferred Stock were fully converted to Common Stock on apari passu basis. Pursuant to the Securities Purchase Agreement, the holders purchasing securities in an amount of at least $1.95 million of securities have the right to participate on a pro-rata basis, in up to 50% of the aggregate of any subsequent equity or debt offerings by us, on identical terms and

conditions as set forth in such subsequent offering for the later of (a) twelve months following the Effective Date (as defined in the Securities Purchase Agreement) and (b) the date we receive stockholder approval of the Private Placement as described therein.on November 22, 2016.

Prior to the closing

Wilmslow, which was a greater than 10% holder of Histogenics common stock and an affiliate of Michael Lewis, a former member of the Private Placement, and as a condition to such closing, certain of our large stockholders and affiliates entered the Support Agreements. As of immediately prior to the closing of the Private Placement, the stockholders executing the Support Agreements held beneficial ownership of approximately 45.4% of our total issued and outstanding Common Stock. Pursuant to the Support Agreements, the signatories thereto have agreed to vote all shares of Common Stock owned by them in favor of Proposal 1.

Participants in the Private Placement

The table below sets forth the identity of the participants in the Private Placement and the number of shares of Common Stock sold to such participants and, assuming stockholder approval of Proposal 1, the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock or exercise the Common Stock Warrants issued to such participants in the Private Placement (without regard to any applicable beneficial ownership limitation caps).