ocgn-20250331

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, 2025


☐			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 2, 2025 there were 292,031,295 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, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II—OTHER INFORMATION		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	36
Signatures		37


	March 31, 2025		December 31, 2024
Assets
Current assets
Cash	$	37,800	$	58,514
Prepaid expenses and other current assets	6,164		3,168
Total current assets	43,964		61,682
Property and equipment, net	15,989		16,554
Restricted cash	309		307
Other assets	4,198		3,899
Total assets	$	64,460	$	82,442
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3,224	$	4,243
Accrued expenses and other current liabilities	12,926		15,500
Operating lease obligations	736		519
Current portion of long-term debt	—		1,326
Total current liabilities	16,886		21,588
Non-current liabilities
Operating lease obligations, less current portion	3,418		3,313
Long term debt, net	27,669		27,345
Other non-current liabilities	573		564
Total non-current liabilities	31,660		31,222
Total liabilities	48,546		52,810
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock; $0.01 par value; 390,000,000 shares authorized, 292,149,975 and 291,489,058 shares issued, and 292,028,475 and 291,367,558 shares outstanding at March 31, 2025 and December 31, 2024, respectively	2,922		2,915
Treasury stock, at cost, 121,500 shares at March 31, 2025 and December 31, 2024	(48)		(48)
Additional paid-in capital	368,571		366,938
Accumulated other comprehensive income	40		48
Accumulated deficit	(355,571)		(340,221)
Total stockholders' equity	15,914		29,632
Total liabilities and stockholders' equity	$	64,460	$	82,442


	Three months ended March 31,
	2025		2024
Collaborative arrangement revenue	$	1,481	$	1,014
Total revenue	1,481		1,014
Operating expenses
Research and development	9,529		6,826
General and administrative	6,453		6,404
Total operating expenses	15,982		13,230
Loss from operations	(14,501)		(12,216)
Interest (expense) income, net	(914)		302
Other income (expense), net	65		(10)
Net loss	$	(15,350)	$	(11,924)
Other comprehensive income (loss)
Foreign currency translation adjustment	(8)		5
Comprehensive loss	$	(15,358)	$	(11,919)

Net loss attributable to common shareholders— basic and diluted	(15,350)		(11,899)
Weighted shares used in calculating net loss per common share — basic and diluted	291,996,562		257,232,636
Net loss per share attributable to common shareholders — basic and diluted	$	(0.05)	$	(0.05)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(25)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	$	—	$	(0.46)


	Series B Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount		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	—	—		—	—		—		—		(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


Impact of the revision for the period ended March 31, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended March 31, 2024 (as previously reported)		Adjustment	Three months ended March 31, 2024 (as adjusted)
Net loss	$	(11,924)	—	(11,924)
Net loss attributable to common shareholders— basic and diluted	(11,924)		25	(11,899)
Weighted shares used in calculating net loss per common share — basic and diluted	257,232,636		—	257,232,636
Net loss per share attributable to common shareholders — basic and diluted	(0.05)		—	(0.05)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(25)	(25)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—		—	(0.46)


Impact of the revision for the periods ended June 30, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended June 30, 2024 (as previously reported)		Adjustment	Three months ended June 30, 2024 (as adjusted)
Net loss	$	(15,280)	—	(15,280)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(10,292)		(4,967)	(15,259)
Weighted shares used in calculating net loss per common share — basic and diluted	257,353,857		—	257,353,857
Net loss per share attributable to common shareholders — basic and diluted	(0.04)		—	(0.06)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(21)	(21)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—		—	(0.38)


	Six months ended June 30, 2024 (as previously reported)		Adjustment	Six months ended June 30, 2024 (as adjusted)
Net loss	$	(27,204)	—	(27,204)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(22,216)		(4,941)	(27,157)
Weighted shares used in calculating net loss per common share — basic and diluted	257,293,247		—	257,293,247
Net loss per share attributable to common shareholders — basic and diluted	(0.09)		—	(0.11)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(47)	(47)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—		—	(0.86)


	March 31, 2025		December 31, 2024
Furniture and fixtures	$	455	$	433
Machinery and equipment	3,192		3,192
Leasehold improvements	16,089		16,089

Total property and equipment	19,736		19,714
Less: accumulated depreciation	(3,747)		(3,160)
Total property and equipment, net	$	15,989	$	16,554


For the years ending December 31,	Amount
Remainder of 2025	$	761
2026	995
2027	933
2028	949
2029	711
2030	318
Thereafter	$	661
Total	$	5,328
Less: present value adjustment	(1,174)
Present value of minimum lease payments	$	4,154


	March 31, 2025		December 31, 2024
Principal outstanding	$	1,500	$	2,500
Plus: accrued interest	184		500
Less: unamortized debt issuance costs	(80)		(84)
Carrying value, net	1,604		2,916
Less: current portion of long-term debt	—		(1,326)
Long term debt, net of current portion	$	1,604	$	1,590


	March 31, 2025		December 31, 2024
Research and development	$	220	$	160
Clinical	597		740
Professional fees	723		977
Employee-related	872		2,433
Deferred revenue relating to collaborative arrangements	7,700		8,368
Other	2,814		2,822
Total accrued expenses and other current liabilities	$	12,926	$	15,500


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2024	16,197,148	$	2.01	7.40	$	1,128
Granted	6,554,297	0.89		—	—
Exercised	(5,528)	0.66		—	—
Forfeited	(80,439)	0.79		—	1
Expired	(21,573)	$	0.93	—	$	6
Options outstanding at March 31, 2025	22,643,905	$	1.69	7.91	$	706
Vested and expected to vest at March 31, 2025	22,643,905	$	1.69	7.91	$	706
Options exercisable at March 31, 2025	12,072,336	$	2.32	6.66	$	575


	Number of Shares	Weighted Average Fair Value
RSUs unvested at December 31, 2024	1,902,457	$	1.49
Granted	—	$	—
Vested	(937,421)	$	1.90
Forfeited	(16,174)	$	0.73
RSUs unvested at March 31, 2025	948,862	$	1.10


	Number of Shares	Weighted Average Grant-Date Fair Value
PSUs outstanding at December 31, 2024	872,352	$	1.71
Granted	3,314,445	1.58
Vested	—	—
Forfeited	—	—
PSUs outstanding at March 31, 2025	4,186,797	$	1.61


For the years ending December 31,	Total Maturities
2025	$	—
2026	1,250
2027	16,000
2028	13,750
2029 and thereafter	500
Total Debt	$	31,500

SEC Form 10-Q filed by Ocugen Inc.