5 Great Valley Parkway, Suite 160
Malvern, Pennsylvania 19355
May 4, 2020
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-3
Filed March 27, 2020 (File No. 333-237456)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ocugen, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-237456) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:01 PM, eastern time, on May 5, 2020, or as soon as thereafter as is practicable.
Please contact Thomas Mitchell of Pepper Hamilton LLP, counsel to the Company, at (949) 567-3543 to provide notice of effectiveness, or if you have any questions or comments concerning this request.
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Very truly yours,
/s/ Shankar Musunuri
Shankar Musunuri, Ph.D., MBA
Chief Executive Officer & Chairman
Ocugen, Inc. — Acceleration Letter