ocgn-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-36751

___________________________________________________________

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________


Delaware			04-3522315
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(Address of principal executive offices) (Zip Code)

(484) 328-4701

(Registrant's telephone number, including area code)
___________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.01 per share

OCGN

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026 there were 339,110,401 outstanding shares of the registrant's common stock, $0.01 par value per share.

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OCUGEN, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2026 and 2025	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II—OTHER INFORMATION		40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		42

Unless the context otherwise requires, references to the "Company," "we," "our," or "us" in this report refer to Ocugen, Inc. and its subsidiaries, and references to "OpCo" refer to Ocugen OpCo, Inc., the Company's wholly owned subsidiary.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts contained in this Quarterly Report on Form 10-Q regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would," or the negative of such terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties, and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.

The forward-looking statements in this Quarterly Report on Form 10-Q and those contained in (i) our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 4, 2026 (the "2025 Annual Report") and (ii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026 (the "First Quarter 10-Q") include, among other things, statements about:

•our estimates and expectations regarding cash, cash equivalents and expense levels, future revenues, capital requirements, as well as timing, availability of, and the need for, additional financing to continue to advance our product candidates, including our expected use of proceeds from our public and private offerings, and liquidity sources;

•our activities with respect to OCU400, OCU410 and OCU410ST, including our ability to continue our Phase 3 trial for OCU400 for the treatment of retinitis pigmentosa ("RP"), our ability to continue our Phase 2/3 pivotal confirmatory trial for OCU410ST for the treatment of Stargardt disease (“ST”), and our ability to complete pivotal trials;

•the rate and degree of market acceptance of OCU400, OCU410 and OCU410ST, if approved;

•our ability to obtain additional funding from government agencies in the United States and/or other countries to continue the development of our inhaled mucosal vaccine platform;

•the uncertainties associated with the clinical development and regulatory approval of our product candidates including potential delays in the initiation, enrollment, and completion of current and future clinical trials;

•our ability to realize any value from our product candidates and preclinical programs being developed and anticipated to be developed, in light of inherent risks and difficulties involved in successfully commercializing products and the risk that our products, if approved, may not achieve broad market acceptance;

•our ability to comply with regulatory schemes and other regulatory developments applicable to our business in the United States and other countries;

•the performance of third parties, upon which we depend, including contract development and manufacturing organizations ("CDMOs"), suppliers, manufacturers, group purchasing organizations, distributors, and logistics providers;

•the pricing and reimbursement of our product candidates, if commercialized;

•the size and growth potential of the markets for our product candidates, and our ability to serve those markets;

•developments relating to our competitors and our industry;

•our ability to obtain and maintain patent protection, or obtain licenses to intellectual property and defend our intellectual property rights against third parties;

•our ability to maintain our relationships and contracts with our key collaborators and commercial partners and our ability to establish additional collaborations and partnerships;

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•our ability to recruit and retain key scientific, technical, commercial, and management personnel and to retain our executive officers;

•our ability to comply with stringent United States and applicable foreign government regulations with respect to the manufacturing of pharmaceutical products, including compliance with current Good Manufacturing Practice ("GMP") regulations, and other relevant regulatory authorities;

•the impact of new laws and regulations or amendments to existing laws and regulations in the United States and foreign countries;

•the extent to which health epidemics and other outbreaks of communicable diseases, geopolitical turmoil, macroeconomic conditions, tariff policies, social unrest, political instability, terrorism, or acts of war could disrupt our business and operations, including impacts on our development programs, global supply chain, and collaborators and manufacturers; and

•other matters discussed under the heading "Risk Factors" contained in the First Quarter 10-Q, the 2025 Annual Report and any other documents we have filed with the SEC.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q, our 2025 Annual Report and in our First Quarter 10-Q, particularly under the section titled "Risk Factors," in our 2025 Annual Report and in our First Quarter 10-Q, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations, investments, or other significant transactions we may make.

You should read this Quarterly Report on Form 10-Q and the documents we have filed or incorporated by reference as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we do not assume any obligation to update any forward-looking statements.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Solely for convenience, tradenames and trademarks referred to in this Quarterly Report on Form 10-Q appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owners will not assert their rights, to these tradenames or trademarks, as applicable. All tradenames, trademarks, and service marks included or incorporated by reference in this Quarterly Report on Form 10-Q are the property of their respective owners. The name NeoCart has not been evaluated or cleared by the FDA.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

OCUGEN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)


	June 30, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	100,051	$	18,571
Prepaid expenses and other current assets	6,670		5,769
Total current assets	106,721		24,340
Property and equipment, net	13,347		14,392
Restricted cash	320		316
Other assets	3,818		4,468
Total assets	$	124,206	43,516
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	5,140	$	6,202
Accrued expenses and other current liabilities	11,014		14,733
Operating lease obligations	839		858
Convertible notes	82,359		—
Derivative liability	33,708		—
Current portion of long term debt	20		1,250
Total current liabilities	133,080		23,043
Non-current liabilities
Operating lease obligations, less current portion	3,039		3,494
Long term debt, net	1,729		27,542
Other non-current liabilities	2,914		1,603
Total non-current liabilities	7,682		32,639
Total liabilities	140,762		55,682
Commitments and contingencies (Note 15)
Stockholders' equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized at June 30, 2026 and December 31, 2025; zero shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	—		—

Common stock; $0.01 par value; 390,000,000 shares authorized, 339,166,393 and 312,501,472 shares issued, and 339,044,893 and 312,379,972 shares outstanding at June 30, 2026 and December 31, 2025, respectively	3,390		3,125
Treasury stock, at cost, 121,500 shares at June 30, 2026 and December 31, 2025	(48)		(48)
Additional paid-in capital	432,010		392,763
Accumulated other comprehensive income	213		61
Accumulated deficit	(452,121)		(408,067)
Total stockholders' equity	(16,556)		(12,166)
Total liabilities and stockholders' equity	$	124,206	$	43,516

See accompanying notes to condensed consolidated financial statements.

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OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2026		2025		2026		2025
Collaborative arrangement revenue	$	1,488	$	1,373	$	3,022	$	2,854
Total revenue	1,488		1,373		3,022		2,854
Operating expenses
Research and development	10,690		8,402		21,945		17,932
General and administrative	7,242		6,766		15,359		13,218
Total operating expenses	17,932		15,168		37,304		31,150
Loss from operations	(16,444)		(13,795)		(34,282)		(28,296)
Interest income	395		227		526		571
Interest expense	(4,476)		(1,285)		(5,796)		(2,543)
Loss on extinguishment of debt	(2,383)		—		(2,383)		—
Change in fair value of derivative liability	(1,891)		—		(1,891)		—
Other (expense) income, net	(78)		114		(228)		179
Total other (expense) income	$	(8,433)	$	(944)	$	(9,772)	$	(1,793)
Net loss	$	(24,877)	$	(14,739)	$	(44,054)	$	(30,089)
Other comprehensive income (loss)
Foreign currency translation adjustment	49		(28)		152		(36)
Comprehensive loss	$	(24,828)	$	(14,767)	$	(43,902)	$	(30,125)

Net loss attributable to common shareholders — basic and diluted	(24,877)		(14,739)		(44,054)		(30,089)
Weighted shares used in calculating net loss per common share — basic and diluted	338,679,856		292,067,192		333,142,618		292,032,072
Net loss per share attributable to common shareholders — basic and diluted	$	(0.07)	$	(0.05)	$	(0.13)	$	(0.10)

See accompanying notes to condensed consolidated financial statements.

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OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share amounts)

(Unaudited)


	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance at December 31, 2025	312,501,472	$	3,125	$	(48)	$	392,763	$	61	$	(408,067)	$	(12,166)
Stock-based compensation expense	—	—		—		2,061		—		—		2,061
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	938,927	9		—		79		—		—		88
Issuance of common stock for capital raises, net	15,000,000	150		—		20,571		—		—		20,721
Issuance of common stock upon exercise of warrants	10,000,000	100		—		14,075		—		—		14,175
Other comprehensive income (loss)	—	—		—		—		103		—		103
Net loss	—	—		—		—		—		(19,177)		(19,177)
Balance at March 31, 2026	338,440,399	$	3,384	$	(48)	$	429,549	$	164	$	(427,244)	$	5,805
Stock-based compensation expense	—	—		—		1,880		—		—		1,880
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	725,994	6		—		581		—		—		587
Other comprehensive income (loss)	—	—		—		—		49		—		49
Net loss	—	—		—		—		—		(24,877)		(24,877)
Balance at June 30, 2026	339,166,393	$	3,390	$	(48)	$	432,010	$	213	$	(452,121)	$	(16,556)

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OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

(in thousands, except share amounts)

(Unaudited)


	Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance at December 31, 2024	291,489,058	$	2,915	$	(48)	$	366,938	$	48	$	(340,221)	$	29,632
Stock-based compensation expense	—	—		—		1,885		—		—		1,885
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	660,917	7		—		(252)		—		—		(245)
Other comprehensive income (loss)	—	—		—		—		(8)		—		(8)
Net loss	—	—		—		—		—		(15,350)		(15,350)
Balance at March 31, 2025	292,149,975	$	2,922	$	(48)	$	368,571	$	40	$	(355,571)	$	15,914
Stock-based compensation expense	—	—		—		1,844		—		—		1,844
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	163,586	2		—		59		—		—		61
Other comprehensive income (loss)	—	—		—		—		(28)		—		(28)
Net loss	—	—		—		—		—		(14,739)		(14,739)
Balance at June 30, 2025	292,313,561	$	2,924	$	(48)	$	370,474	$	12	$	(370,310)	$	3,052

See accompanying notes to condensed consolidated financial statements.

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OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


			Six months ended June 30,