ocgn-20240331

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 March 31, 2024


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

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, including 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 May 7, 2024 there were 257,328,085 outstanding shares of the registrant's common stock, $0.01 par value per share.


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023	5
	Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2024 and 2023	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II—OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31


	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	26,375	$	39,462
Prepaid expenses and other current assets	3,623		3,509
Total current assets	29,998		42,971
Property and equipment, net	17,654		17,290
Other assets	4,142		4,286
Total assets	$	51,794	$	64,547
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	1,731	$	3,172
Accrued expenses and other current liabilities	12,434		13,343
Operating lease obligations	589		574
Current portion of long term debt	1,296		—
Total current liabilities	16,050		17,089
Non-current liabilities
Operating lease obligations, less current portion	3,414		3,567
Long term debt, net	1,533		2,800
Other non-current liabilities	536		527
Total non-current liabilities	5,483		6,894
Total liabilities	21,533		23,983
Commitments and contingencies (Note 13)
Stockholders' equity
Convertible preferred stock; $0.01 par value; 10,000,000 shares authorized at March 31, 2024 and December 31, 2023
Series A; zero shares issued and outstanding at March 31, 2024 and December 31, 2023	—		—
Series B; 54,745 shares issued and outstanding at March 31, 2024 and December 31, 2023	1		1
Common stock; $0.01 par value; 295,000,000 shares authorized, 257,446,764 and 256,688,304 shares issued, and 257,325,264 and 256,566,804 shares outstanding at March 31, 2024 and December 31, 2023, respectively	2,575		2,567
Treasury stock, at cost, 121,500 shares at March 31, 2024 and December 31, 2023	(48)		(48)
Additional paid-in capital	325,799		324,191
Accumulated other comprehensive income	25		20
Accumulated deficit	(298,091)		(286,167)
Total stockholders' equity	30,261		40,564
Total liabilities and stockholders' equity	$	51,794	$	64,547


	Three months ended March 31,
	2024		2023
Collaborative arrangement revenue	$	1,014	$	443
Total revenue	1,014		443
Operating expenses
Research and development	6,826		10,172
General and administrative	6,404		8,306
Total operating expenses	13,230		18,478
Loss from operations	(12,216)		(18,035)
Other income (expense), net	292		709
Net loss	$	(11,924)	$	(17,326)
Other comprehensive income (loss)
Foreign currency translation adjustment	5		(1)
Comprehensive loss	$	(11,919)	$	(17,327)

Shares used in calculating net loss per common share — basic and diluted	257,232,636		225,523,627
Net loss per share of common stock — basic and diluted	$	(0.05)	$	(0.08)


	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	54,745	$	1	256,688,304	$	2,567	$	(48)	$	324,191	$	20	$	(286,167)	$	40,564
Stock-based compensation expense	—	—		—	—		—	—		—		1,761		—		—		1,761
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		758,460	8		—		(153)		—		—		(145)
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—	—		—		—		—		(11,924)		(11,924)
Balance at March 31, 2024	—	$	—	54,745	$	1	257,446,764	$	2,575	$	(48)	$	325,799	$	25	$	(298,091)	$	30,261


	March 31, 2024		December 31, 2023
Furniture and fixtures	$	337	$	337
Machinery and equipment	1,566		1,557
Leasehold improvements	2,086		2,086
Construction in progress	15,062		14,540
Total property and equipment	19,051		18,520
Less: accumulated depreciation	(1,397)		(1,230)
Total property and equipment, net	$	17,654	$	17,290


For the years ending December 31,	Amount
Remainder of 2024	$	591
2025	810
2026	834
2027	858
2028	884
2029	714
Thereafter	$	978
Total	$	5,669
Less: present value adjustment	(1,666)
Present value of minimum lease payments	$	4,003


	March 31, 2024		December 31, 2023
Principal outstanding	$	2,500	$	2,500
Plus: accrued interest	425		400
Less: unamortized debt issuance costs	(96)		(100)
Carrying value, net	2,829		2,800
Less: current portion of long term debt	(1,296)		—
Long term debt, net of current portion	$	1,533	$	2,800


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2023	13,161,228	$	2.38	7.86	$	337
Granted	2,632,054	0.70			5
Exercised	(101,426)	0.42			44
Forfeited	(590,947)	3.63			79
Options outstanding at March 31, 2024	15,100,909	$	2.05	8.00	$	6,191
Options exercisable at March 31, 2024	8,711,464	$	2.56	7.15	$	1,771


	Number of Shares	Weighted Average Grant Date Fair Value
RSUs outstanding at December 31, 2023	2,982,661	$	1.63
Granted	39,738	$	0.51
Vested	(940,972)	$	1.92
Forfeited	(54,320)	$	1.64
RSUs outstanding at March 31, 2024	2,027,107	$	1.48


	Number of Shares	Weighted Average Grant-Date Fair Value
PSUs outstanding at December 31, 2023	—	$	—
Granted	615,467	1.27
Vested	—	—
Forfeited	—	—
PSUs outstanding at March 31, 2024	615,467	$	1.27


	Three months ended March 31,
	2024		2023		Change
OCU400	$	1,519	$	1,230	$	289
OCU410 and OCU410ST	494		1,142		(648)
NeoCart	274		339		(65)
COVAXIN	17		1,781		(1,764)
Inhaled mucosal vaccine platform	689		554		135
OCU200	185		(109)		294
Unallocated costs:
Research and development personnel costs	2,681		4,279		(1,598)
Facilities and other support costs	424		435		(11)
Other	543		521		22
Total research and development	$	6,826	$	10,172	$	(3,346)


Exhibit						Description

3.1						Amendment to Second Amended and Restated Bylaws of Ocugen, Inc. (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on March 20, 2024, and incorporated herein by reference)

10.1*						Executive Employment Agreement, dated as of March 18, 2024, by and between the Registrant and Huma Qamar

31.1*						Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of the Interim Chief Accounting Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certifications of the Chief Executive Officer and Interim Chief Accounting Officer as required by 18 U.S.C. 1350

101.INS*						Inline XBRL Instance Document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL


			Ocugen, Inc.

Dated: May 14, 2024			/s/ Shankar Musunuri
			Shankar Musunuri, Ph.D., MBA Chairman, Chief Executive Officer, & Co-Founder (Principal Executive Officer)

Dated: May 14, 2024			/s/ Michael Breininger
			Michael Breininger, CPA, MBA, LSSBB Corporate Controller, Interim Chief Accounting Officer (Principal Financial Officer)

SEC Form 10-Q filed by Ocugen Inc.