ocgn-20210331

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, 2021


☐			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.)

263 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 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, 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 7(a)(2)(B) of the Securities 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 April 30, 2021, there were 198,228,533 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 , 202 1 and December 31, 20 20	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 3 1 , 202 1 and 20 20	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 3 1 , 202 1 and 20 20	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 1 and 20 20	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II—OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30


	March 31, 2021		December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	44,792	$	24,039
Advance for COVAXIN supply	4,988		—
Prepaid expenses and other current assets	1,576		1,839

Total current assets	51,356		25,878
Property and equipment, net	762		633
Restricted cash	151		151
Other assets	1,578		714
Total assets	$	53,847	$	27,376
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	1,040	$	395
Accrued expenses and other current liabilities	2,703		2,941
Short-term debt, net	374		234
Operating lease obligation	164		44
Total current liabilities	4,281		3,614
Non-current liabilities
Operating lease obligation, less current portion	1,375		389
Long term debt, net	1,702		1,823

Total non-current liabilities	3,077		2,212
Total liabilities	7,358		5,826
Commitments and contingencies (Note 11)
Stockholders’ equity
Convertible preferred stock; $0.01 par value; 10,000,000 shares authorized at March 31, 2021 and December 31, 2020
Series A; seven issued and outstanding at March 31, 2021 and December 31, 2020	—		—
Series B; 54,745 and zero issued and outstanding at March 31, 2021 and December 31, 2020, respectively	1		—
Common stock; $0.01 par value; 200,000,000 authorized; 188,277,852 and 184,133,384 shares issued at March 31, 2021 and December 31, 2020, respectively; 188,156,352 and 184,011,884 shares outstanding at March 31, 2021 and December 31, 2020, respectively	1,883		1,841
Treasury stock, at cost, 121,500 shares at March 31, 2021 and December 31, 2020	(48)		(48)
Additional paid-in capital	125,032		93,059
Accumulated deficit	(80,379)		(73,302)
Total stockholders’ equity	46,489		21,550
Total liabilities and stockholders’ equity	$	53,847	$	27,376


	Three months ended March 31,
	2021		2020



Operating expenses
Research and development	$	2,872	$	1,652

General and administrative	4,185		2,277
Total operating expenses	7,057		3,929
Loss from operations	(7,057)		(3,929)
Other income (expense)

Interest expense	(20)		(15)

Total other income (expense)	(20)		(15)
Net loss and comprehensive loss	$	(7,077)	$	(3,944)



Shares used in calculating net loss per common share — basic and diluted	186,298,122		52,627,228
Net loss per share of common stock — basic and diluted	$	(0.04)	$	(0.07)


	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2020	7	$	—	—	$	—	184,133,384	$	1,841	$	(48)	$	93,059	$	(73,302)	$	21,550
Stock-based compensation expense	—	—		—	—		—	—		—		833		—		833
Issuance of common stock for option exercises	—	—		—	—		157,468	2		—		174		—		176
At-the-market common stock issuance, net	—	—		—	—		987,000	10		—		4,839		—		4,849
Registered direct offering common stock issuance, net	—	—		—	—		3,000,000	30		—		21,174		—		21,204
Series B Convertible Preferred Stock issuance, net	—	—		54,745	1		—	—		—		4,953		—		4,954
Net loss	—	—		—	—		—	—		—		—		(7,077)		(7,077)
Balance at March 31, 2021	7	$	—	54,745	$	1	188,277,852	$	1,883	$	(48)	$	125,032	$	(80,379)	$	46,489


	As of March 31,
	2021		2020
Cash and cash equivalents	$	44,792	$	3,193
Restricted cash	151		151
Total cash, cash equivalents, and restricted cash	$	44,943	$	3,344


	March 31, 2021		December 31, 2020
Office equipment	$	221	$	166
Lab equipment	545		452
Leasehold improvements	158		177
Financing lease right-of-use asset	64		64
Total property and equipment	988		859
Less: accumulated depreciation	(226)		(226)
Total property and equipment, net	$	762	$	633


	March 31, 2021		December 31, 2020
Right-of-use assets, net	$	1,528	$	434

Current lease obligations	$	164	$	44
Non-current lease obligations	1,375		389
Total lease liabilities	$	1,539	$	433


For the Years Ending December 31,	Amount
Remainder of 2021	$	163
2022	252
2023	261
2024	269
2025	277
Thereafter	578
Total	$	1,800
Less: present value adjustment	(261)
Present value of minimum lease payments	$	1,539


	March 31, 2021		December 31, 2020
PPP Note	$	421	$	421
EB-5 Loan Agreement	1,655		1,636
Total carrying value of debt, net	$	2,076	$	2,057


	March 31, 2021		December 31, 2020
Principal outstanding	$	1,500	$	1,500
Plus: accrued interest	196		181
Less: unamortized debt issuance costs	(41)		(45)
Carrying value	$	1,655	$	1,636


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding at December 31, 2020	4,224,433	$	0.84	8.9	$	5,496
Granted	5,192,550	$	2.10		$	—
Exercised	(157,468)	$	1.11		$	980
Forfeited	(23,970)	$	13.52		$	—
Options outstanding at March 31, 2021	9,235,545	$	1.51	9.3	$	49,598
Options exercisable at March 31, 2021	860,287	$	1.88	7.7	$	4,477

SEC Form 10-Q filed by Ocugen, Inc.