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Table of Contents

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
or

☐ | 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.

Table of Contents
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.
(1)

Table of Contents
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,
| 2026 |  | 2025
Cash flows from operating activities |  |  |
Net loss | $ | (44,054) |  |  | $ | (30,089) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
Depreciation and amortization expense | 1,176 |  |  | 1,836 |
Amortization of debt issuance cost | 642 |  |  | — |
Amortization of note issuance costs | 1,651 |  |  | — |
Non-cash interest expense | 50 |  |  | 50 |
Non-cash lease expense | 645 |  |  | 620 |
Non-cash income from collaborative arrangements, net | (1,737) |  |  | (1,766) |
Stock-based compensation expense | 5,231 |  |  | 3,730 |
Change in fair value of derivative liability | 1,891 |  |  | — |
Loss on extinguishment of debt | 2,383 |  |  | — |
Other | 21 |  |  | 20 |
Changes in assets and liabilities: |  |  |
Prepaid expenses and other current assets | (900) |  |  | (2,708) |
Accounts payable and accrued expenses | (356) |  |  | (1,184) |
Lease obligations | (635) |  |  | (596) |
Net cash used in operating activities | (33,992) |  |  | (30,087) |
Cash flows from investing activities |  |  |
Purchases of property and equipment | (27) |  |  | (59) |
Payment of security deposits | — |  |  | (131) |
Net cash used in investing activities | (27) |  |  | (190) |
Cash flows from financing activities |  |  |
Proceeds from issuance of common stock, net | 23,175 |  |  | (184) |
Proceeds from issuance of common stock upon exercise of warrants | 15,000 |  |  | — |
Payment of equity issuance costs | (1,779) |  |  | — |
Payment of warrant issuance costs | (825) |  |  | — |
Payment of long term debt | (32,745) |  |  | (1,000) |
Proceeds from issuance of convertible notes, net of discount | 117,000 |  |  | — |
Payment of convertible note issuance costs | (4,474) |  |  | — |
Net cash provided by (used in) financing activities | 115,352 |  |  | (1,184) |
Effect of changes in exchange rate on cash and restricted cash | 151 |  |  | (36) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 81,484 |  |  | (31,497) |
Cash, cash equivalents and restricted cash at beginning of period | 18,887 |  |  | 58,821 |
Cash, cash equivalents and restricted cash at end of period | $ | 100,371 |  |  | $ | 27,325 |
Supplemental disclosure of non-cash investing and financing transactions: |  |  |
Purchases of property and equipment | $ | — |  |  | $ | 19 |
Right-of-use asset related to operating leases | $ | — |  |  | $ | 1,353 |

See accompanying notes to condensed consolidated financial statements.
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OCUGEN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business
Ocugen, Inc., together with its wholly owned subsidiaries ("Ocugen" or the "Company"), is a biotechnology company focused on discovering, developing, and commercializing novel gene therapies that improve health and offer hope for patients across the globe. The Company is headquartered in Malvern, Pennsylvania, and manages its business as one operating segment.
Going Concern
The Company has incurred recurring operating losses, generated negative cash flows from operations, and expects to continue to incur significant expenditures to support the research, development, and potential commercialization of its product candidates. The Company has funded its operations to date through the sale of common stock, warrants to purchase common stock, the issuance of convertible notes and debt, and grant proceeds. The Company incurred net losses of approximately $24.9 million and $14.7 million for the three months ended June 30, 2026 and 2025, respectively. The Company incurred net losses of approximately $44.1 million and $30.1 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company had an accumulated deficit of $452.1 million and cash and cash equivalents totaling $100.1 million.
In January 2026, the Company raised approximately $20.7 million in net proceeds through an underwritten registered direct offering of shares of common stock. In March 2026, investors partially exercised outstanding warrants, resulting in $14.2 million in net proceeds. In May 2026, the Company completed a private offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (“Convertible Notes”), generating net proceeds of approximately $112.5 million after discounts, commissions, and offering expenses. The Company used approximately $32.7 million of the net proceeds from this offering, to fully repay and terminate its Loan and Security Agreement (the “Avenue Capital Loan”) with the remaining proceeds available for general corporate purposes (See Notes 9 and 10).
Management believes these financing transactions strengthened the Company’s financial position and, based on the Company’s current cash, cash equivalents, and anticipated operating plans, provide the Company with increased flexibility to fund its operations and strategic priorities. However, management’s going concern assessment requires consideration of all known and reasonably knowable conditions and events through one year from the issuance date of these condensed consolidated financial statements, including the Company’s recurring operating losses, expected negative cash flows from operations, future clinical and commercialization expenditures, and obligations and uncertainties related to the Company’s financing arrangements, including conversion terms of the Convertible Notes.
After evaluating these conditions and management’s plans, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Management continues to evaluate and pursue plans to mitigate these conditions, which may include raising additional capital, managing the timing and scope of operating expenditures, pursuing strategic partnerships or licensing arrangements, and/or other financing or corporate transactions. There can be no assurance that such plans will be successfully implemented, that additional financing will be available on acceptable terms, or at all, or that the Company will be able to execute its strategic plans within the required timeframe. If the Company is unable to obtain additional funding or otherwise successfully execute its plans when needed, it may be required to delay, reduce, or eliminate certain research and development programs and commercialization activities, consider various strategic alternatives, including a merger or sale, or cease its operations.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements included herein have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the United States Securities and Exchange Commission ("the SEC") for interim reporting. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company's financial position, results of operations, and cash flows. The condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosures of the Company normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC's rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto for the year ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed with the SEC on March 4, 2026 (the "2025 Annual Report"). The
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condensed consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The accounting policies of the Company, as applied in the condensed consolidated financial statements presented herein, are substantially the same as presented in the Company’s 2025 Form 10-K filed on March 4, 2026, except as may be indicated below.
Use of Estimates
In preparing the condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include those used in the accounting for research and development contracts, including clinical trial accruals, determination of the collaborative arrangements' transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, determining the fair value of our derivative liability and determining the value of the non-cash consideration received under collaborative arrangements.
Segment Information
As of June 30, 2026, the Company viewed its operations and managed its business as one operating segment consistent with how the Company's chief operating decision-maker, the Company's Chief Executive Officer, makes decisions regarding resource allocation and assesses performance. As of June 30, 2026, substantially all of the Company's assets were located in the United States. Refer to Note 16 for additional information.
Cash and Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents may include bank demand deposits and money market funds that invest primarily in certificates of deposit, commercial paper, and U.S. government agency securities and treasuries. The Company records interest income received on its cash and cash equivalents to Interest income in the condensed consolidated statements of operations and comprehensive loss. The Company recorded $0.4 million and $0.5 million as interest income for the three and six months ended June 30, 2026, respectively. The Company recorded $0.2 million and $0.6 million as interest income for the three and six months ended June 30, 2025, respectively. The Company's restricted cash balance as of June 30, 2026 consisted of cash held to collateralize a corporate credit card account and a line of credit related to an operating lease in the event of a payment default.
The following table provides a reconciliation of cash and restricted cash from the condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows (in thousands):

| As of June 30,
| 2026 |  | 2025
Cash and cash equivalents | $ | 100,051 |  |  | $ | 27,013 |
Restricted cash | 320 |  |  | 312 |
Total cash and restricted cash | $ | 100,371 |  |  | $ | 27,325 |

Fair Value Measurements
Management believes that the carrying value of certain financial instruments, including cash, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments. The Company records its derivative liability at fair value (see Note 4).
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and restricted cash. The Company's cash and restricted cash are held in accounts at financial institutions that may exceed federally
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insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk beyond the standard credit risk associated with commercial banking relationships.
Leases
The Company determines if an arrangement is or contains a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company, if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company's lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when incurred.
The Company currently leases real estate classified as operating leases. Operating right of use assets are included in other assets and operating lease obligations are included in current and non-current liabilities in the Company's consolidated balance sheets. At lease commencement, the Company records a lease liability based on the present value of the lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise and records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. Lease expense is recognized on a straight-line basis over the lease term and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rates were not readily determinable in the Company's current operating leases. As such, the incremental borrowing rates were used based on the information available at the commencement dates in determining the present value of lease payments.
The lease term for the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on an index or rate, and amounts probable to be payable under the exercise of an option to purchase the underlying asset if reasonably certain.
Variable payments not dependent on an index or rate associated with the Company's leases are recognized when incurred. Variable payments include the Company's proportionate share of certain utilities and other operating expenses and are presented as operating expenses in the Company's condensed consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.
Impairment of Assets
The Company reviews its assets, including property and equipment, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. These indicators include, but are not limited to, a significant change in the extent or manner in which an asset is used or its physical condition, a significant decrease in the market price of an asset, or a significant adverse change in the business or the industry that could affect the value of an asset. An asset is tested for impairment by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of the asset.
Stock-Based Compensation
The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). The Company has issued stock-based compensation awards including stock options, restricted stock units ("RSUs"), both performance-condition based and market-condition based restricted stock units ("PSUs"), and also accounts for certain issuances of preferred stock and warrants in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of stock options, RSUs, and PSUs, to be recognized in the condensed consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, and the performance-condition based PSUs, the fair value of the RSU or PSU is determined by the market price of a share of the Company's common stock on the grant date. For market-based PSUs, the Company estimates grant-date fair value using a Monte Carlo simulation model. The Company recognizes forfeitures as they occur.
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Expense related to stock-based compensation awards granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based compensation awards generally vest over a one-to-three year requisite service period. Stock options have a contractual term of 10 years. Expense for stock-based compensation awards with performance-based vesting conditions is only recognized when the performance-based vesting condition is deemed probable to occur. Expense for stock-based compensation awards with market-based and service-based vesting conditions is recognized ratably over the grantee's requisite service period. Compensation cost is not adjusted based on the actual achievement of the market-based performance goals. Expense for stock-based compensation awards with performance condition based and service-based vesting conditions is recognized ratably over the grantee's requisite service period when it is considered probable that the performance condition will be satisfied. Expense related to stock-based compensation awards are recorded to research and development expense or general and administrative expense based on the underlying function of the individual that was granted the stock-based compensation award. Shares issued upon stock option exercise, PSU and RSU vesting are newly issued common shares.
Estimating the fair value of stock options requires the input of subjective assumptions, including the expected term of the stock option, stock price volatility, the risk-free interest rate, and expected dividends. Estimating the fair value of PSUs requires the input of subjective assumptions, including stock price volatility, total shareholder return ("TSR") ranking, the risk-free rate, and expected dividends. The assumptions used in the Company's Black-Scholes option-pricing model and Monte Carlo simulation technique represent management's best estimates and involve a number of variables, uncertainties, assumptions, and the application of management's judgment, as they are inherently subjective. If any assumptions change, the Company's stock-based compensation expense could be materially different in the future.
The assumptions used in the Company's Black-Scholes option-pricing model for stock options and in the Company's Monte Carlo simulation technique for PSUs are as follows, unless noted otherwise:
Expected Term. As the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the expected term of employee stock options subject to service-based vesting conditions is determined using the "simplified" method, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. This expected term assumption is not an assumption used in the Company's Monte Carlo simulation technique for PSUs. The expected term of the PSUs is equal to the performance period of the PSUs.
Expected Volatility. The expected volatility is based on historical volatilities of the Company and similar entities within the Company's industry for periods commensurate with the assumed expected term.
Risk-Free Interest Rate. The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.
Expected Dividends. The expected dividend yield is 0% because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock.
TSR ranking. The Company's TSR, over a three-year period, is relative to the TSR, for that same period, as related to other companies within the Nasdaq Biotechnology index. This assumption is only used for the market-based PSUs.
Collaborative Arrangements and Revenue Recognition
The Company analyzes its collaborative arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements ("ASC 808") to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards. This assessment is performed throughout the life of the arrangements based on changes to the arrangements. For collaborative arrangements within the scope of ASC 808 the Company may analogize to FASB ASC Topic 606, Revenue from contracts with Customers ("ASC 606") for certain elements.
The Company identifies the goods or services promised within each collaborative arrangement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.
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The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.
In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the counterparty and the transfer of the promised goods or services to the counterparty will be one year or less. The Company assessed its collaboration arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.
The Company recognizes as collaboration revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the arrangement. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete their performance obligations under the arrangements. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Adjustments to original estimates will be required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted.
Under the Company's collaborative arrangements, the timing of revenue recognition and receipt of consideration may differ, and result in assets and liabilities. Assets represent revenues recognized in excess of the consideration received under collaborative arrangement. Liabilities represent the consideration received in excess of revenues recognized under collaborative arrangement.
Recently Adopted Accounting Standards
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ('ASU") 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company adopted this standard effective January 1, 2026 on a prospective basis. The guidance is applicable to qualifying transactions occurring after the adoption date; accordingly, the Company applied the provisions of ASU 2024-04 to the Convertible Notes issued in May 2026. Refer to Note 9 for additional information regarding the convertible notes.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends the guidance for estimating expected credit losses on accounts receivable and contract assets, requiring entities to apply a current expected credit loss model. This guidance will be effective for annual periods beginning after December 15, 2025 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company adopted this standard effective January 1, 2026 on a prospective basis. As the Company does not have any accounts receivable or contract assets within the scope of this guidance, the adoption of ASU 2025-05 was not applicable and did not have an impact on the Company's consolidated financial statements or results of operations.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods
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thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is evaluating the effect that this guidance will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this ASU are not intended to result in significant changes for most entities. The ASU will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on the Company's consolidated financial statements.
3. License and Development Agreements
Co-Development and Commercialization Agreement with CanSino Biologics, Inc.
The Company entered into a co-development and commercialization agreement with our collaboration partner CanSino Biologics, Inc. ("CanSinoBIO") with respect to the development and commercialization of the Company's modifier gene therapy product candidates, OCU400, OCU410, and OCU410ST. The co-development and commercialization agreement was originally entered into in September 2019 ("the Original CanSinoBIO Agreement") with regards to OCU400 and was subsequently amended in September 2021 and November 2022 ("the Amendments"), to include OCU410 and OCU410ST, respectively. The Company concluded that the Original CanSinoBIO Agreement and the Amendments are separate agreements (collectively referred to as the "CanSinoBIO Agreements"). Pursuant to the CanSinoBIO Agreements, the Company and CanSinoBIO are collaborating on the development of the Company's modifier gene therapy platform. CanSinoBIO is responsible for the chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products and is responsible for the costs associated with such activities. CanSinoBIO has an exclusive license to develop, manufacture, and commercialize the Company's modifier gene therapy platform in and for China, Hong Kong, Macau, and Taiwan (the "CanSinoBIO Territory"), and the Company maintains exclusive development, manufacturing, and commercialization rights with respect to the Company's modifier gene therapy platform outside the CanSinoBIO Territory (the "Company Territory").
Should any of the product candidates be commercialized in the CanSinoBIO Territory, CanSinoBIO will pay to the Company an annual royalty between mid- and high-single digits based on Net Sales (as defined in the CanSinoBIO Agreements) of the products included in the Company's modifier gene therapy platform in the CanSinoBIO Territory. The Company will pay to CanSinoBIO an annual royalty between low- and mid-single digits based on Net Sales of the products included in the Company's modifier gene therapy platform in the Company Territory.
Accounting analysis and revenue recognition
The Company determined the collaboration arrangements with CanSinoBIO, are within the scope of ASC 808 and has analogized to ASC 606 to account for CanSinoBIO's access to its intellectual property as well as data generated in connection with the co-development activities to be undertaken by the Company. These elements of the arrangements are not distinct and are accounted for as a single performance obligation.
The non-cash consideration to be received related to the Company's satisfaction of the performance obligation includes but is not limited to services related to chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products through completion of pre-clinical, clinical, regulatory, and other commercialization readiness services. The estimated market value of the co-development services to be performed by CanSinoBIO, represents variable consideration that is included in the transaction price. The Company recognizes collaborative arrangement revenue over time using an input method using ratio of costs incurred to date compared to total estimated costs required to satisfy the performance obligation under the CanSinoBIO Agreements.
The Company constrained the transaction price related to certain future co-development services, as it assessed that it is probable that the inclusion of such variable consideration could result in a significant reversal of cumulative revenue in future periods. Royalty revenue will be recorded as sales occur based on the agreed upon royalties. The variable consideration, which
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is based on continued successful development of our programs, is reevaluated at each reporting period and as changes in circumstances occur.
The services provided by CanSinoBIO are recorded as research and development expense as incurred and the difference between the revenue and expense recognized is recorded on the Company's balance sheet as a deferred revenue within Accrued expenses and other current liabilities. The related revenue recognized was recorded in the condensed consolidated statements of operations and comprehensive loss as collaborative arrangement revenue and was approximately $3.0 million and $2.9 million for the six months ended June 30, 2026 and 2025, respectively. The related expense incurred for services provided by CanSinoBIO was recorded in the condensed consolidated statements of operations and comprehensive loss as research and development expense and was approximately $1.3 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. The related revenue recognized was recorded in the condensed consolidated statements of operations and comprehensive loss as collaborative arrangement revenue and was approximately $1.5 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively. The related expense incurred for services provided by CanSinoBIO was recorded in the condensed consolidated statements of operations and comprehensive loss as research and development expense and was approximately $0.4 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively.
The deferred revenue was $4.2 million and $6.6 million as of June 30, 2026 and 2025, r espectively. Revenue recognized for the six months ended June 30, 2026, that was included in the deferred revenue balances as of January 1, 2026 was approximately $3.0 million. Revenue recognized for the six months ended June 30, 2025, that was included in the deferred revenue balances as of January 1, 2025, was approximately $2.9 million.
License Agreement with Kwangdong Pharmaceutical, Ltd.
The Company entered into a license agreement (“Kwangdong License”) with Kwangdong Pharmaceutical, Ltd ("Kwangdong") for the development and commercialization of the Company's modifier gene therapy product candidate OCU400 in September 2025. Pursuant to the Kwangdong License, Kwangdong gained the exclusive rights to commercialize and develop OCU400 in South Korea (“Kwangdong Territory”). Kwangdong is responsible for commercialization and regulatory approval in the Kwangdong Territory. The Company retains exclusive right to manufacture for Kwangdong. The Company will also provide additional support services to Kwangdong throughout the term of the agreement to support commercialization. In accordance with the Kwangdong License, the Company received an initial $0.8 million (net of tax) non-refundable fee and is entitled to additional milestone-based fees upon FDA and regulatory approval in the Kwangdong Territory as well as manufacturing-based fees upon shipment. The Kwangdong License also includes an option (“Repurchase Option”) for the Company to purchase the license back from Kwangdong for three times the amount of fees paid to date plus expenses. That option expires upon regulatory approval in Kwangdong Territory.
Accounting Analysis and Revenue Recognition
At contract inception, the Company evaluated the goods and services promised in the Kwangdong Agreement, including the license, access to certain technology and know‑how, support services, and future product manufacturing. The Company concluded that these promises are not distinct in the context of the contract, as Kwangdong cannot derive benefit from the license without the Company’s manufacturing and related support.
Accordingly, the Company identified a single combined performance obligation, consisting of the manufacture and supply of OCU400, inclusive of the related license and support activities.
At contract inception, the transaction price consisted of the $0.8 million upfront payment. All other forms of consideration, including regulatory and development milestones, sales milestone payments, and royalties, represent variable consideration.
Because these payments are dependent on future regulatory approvals or sales in the territory — events that are outside the Company’s control and subject to significant uncertainty — the Company has fully constrained such amounts in accordance with ASC 606. The Company will include these amounts in the transaction price only when it becomes probable that a significant reversal of cumulative revenue will not occur.
The Company will recognize revenue related to the Kwangdong Agreement at a point in time, when control of the manufactured product is transferred to Kwangdong. The specific point at which control transfers will be determined based on terms in the future supply agreement (e.g., title passage, shipping terms, acceptance provisions).
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No revenue was recognized under the Kwangdong Agreement during the three and six months ended June 30, 2026, as the Company did not deliver any manufactured product and therefore did not satisfy any portion of the combined performance obligation.
On the consolidated balance sheet, the Company classified the $0.8 million upfront payment as deferred revenue under other non-current liabilities as of June 30, 2026 and December 31, 2025. This amount will be recognized as revenue once the Company fulfills its overall performance obligation by delivering the manufactured products to Kwangdong.
4. Fair Value Measurements
The Company measures certain financial instruments at fair value on a recurring basis in accordance with FASB ASC Topic 820, Fair Value Measurement ("ASC 820"). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value, which prioritizes observable inputs over unobservable inputs.
The three levels of the fair value hierarchy are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.
The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair value (in thousands):

| As of June 30, 2026
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |
Money Market | 96,632 |  |  | $ | — |  |  | $ | — |  |  | $ | 96,632 |
Total Assets | $ | 96,632 |  |  | $ | — |  |  | $ | — |  |  | $ | 96,632 |
Liabilities: |  |  |  |  |  |  |
Debt, net | $ | — |  |  | $ | 1,749 |  |  | $ | — |  |  | $ | 1,749 |
Derivative liability | $ | — |  |  | $ | — |  |  | $ | 33,708 |  |  | $ | 33,708 |
Total liabilities | $ | — |  |  | $ | 1,749 |  |  | $ | 33,708 |  |  | $ | 35,457 |

| As December 31, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |
Money Market | $ | 17,407 |  |  | $ | — |  |  | $ | — |  |  | $ | 17,407 |
Total assets | $ | 17,407 |  |  | $ | — |  |  | $ | — |  |  | $ | 17,407 |
Liabilities: |  |  |  |  |  |  |
Debt, net | $ | — |  |  | $ | 28,792 |  |  | $ | — |  |  | $ | 28,792 |
Total liabilities | $ | — |  |  | $ | 28,792 |  |  | $ | — |  |  | $ | 28,792 |

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The Company estimates the fair value of borrowings under the EB-5 Loan Agreement, and the Avenue Capital Loan, which was settled as of June 30, 2026, and the Security Agreement (as defined in Note 10) using Level 2 inputs. The valuation technique applied is a discounted cash flow analysis. The discount rate utilized is derived from the Company's Incremental Borrowing Rate Analysis, which incorporates observable market interest rates and credit spreads for instruments with similar terms and maturities. Management believes the estimated fair value does not differ materially from the carrying value of these borrowings. See Note 10 for additional information.
During the three months ended June 30, 2026, the Company issued Convertible Notes (see Note 9) containing an embedded conversion feature that was determined to require bifurcation and separate accounting as a derivative liability under ASC 815. The estimated fair value of the Convertible Notes was $117.0 million as of June 30, 2026. The embedded derivative was initially recognized at its estimated fair value upon issuance of the note and is recorded under current liabilities in the condensed consolidated balance sheet. This derivative liability is subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations.
The fair value of the Company’s derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using a binomial model with certain observable and unobservable inputs. These inputs include: (1) Company's stock price ($1.53 as of June 30, 2026), (2) volatility (55% as of June 30, 2026, after applying a volatility haircut to the Company's equity volatility, (3) risk-free interest rate (4.35% based on a 7.9 year term), and (4) credit spread of 12.6%. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement.
The following table sets forth a summary of the changes in fair value of the Level 3 liabilities for the six months ended June 30, 2026 (in thousands):

| Amount |
Balance at January 1, 2026 | $ | — |  |
Initial recognition of embedded derivative upon issuance of convertible note | 31,817 |  |
Change in fair value recognized in earnings | 1,891 |  |
Balance as of June 30, 2026 | $ | 33,708 |  |

5. Property and Equipment
The following table provides a summary of the major components of property and equipment as reflected on the condensed consolidated balance sheets (in thousands):

| June 30, 2026 |  | December 31, 2025
Furniture and fixtures | $ | 455 |  |  | $ | 455 |
Machinery and equipment | 3,469 |  |  | 3,361 |
Leasehold improvements | 16,095 |  |  | 16,089 |
Total property and equipment | 20,019 |  |  | 19,905 |
Less: accumulated depreciation | (6,672) |  |  | (5,513) |
Total property and equipment, net | $ | 13,347 |  |  | $ | 14,392 |

Depreciation expense was $0.6 million and $0.6 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and $1.2 million and $1.2 million for the six months ended June 30, 2026 and 2025, respectively.
6 Prepaid Expenses and Other Current Assets
The following table provides a summary of the major components of prepaid expenses and other current assets as reflected on the consolidated balance sheets (in thousands):
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| June 30, 2026 |  | December 31, 2025
Prepaid R&D | $ | 4,546 |  |  | $ | 4,575 |
Prepaid Subscriptions | 775 |  |  | 427 |
Prepaid Insurance | 500 |  |  | 328 |
Other | 849 |  |  | 439 |
Total prepaid expenses and other current assets | 6,670 |  |  | 5,769 |

7. Operating Leases
The Company has commitments under operating leases for office, laboratory, and space to be used for manufacturing in Malvern, Pennsylvania and other locations. The Company's corporate headquarters lease has an initial term of approximately seven years and includes options to extend the lease for up to 10 years, which the Company has not elected to account for since it is not reasonably certain that the Company will exercise such option. The Company's current GMP facility lease has an initial term of seven years and includes an option to extend the lease for up to five years, which the Company has elected to account for since it is reasonably certain that the Company will exercise such option. The Company leases three other general use facilities, within the United States, which have initial terms of two to three years and contain no option to extend. The Company has leases in Canada and India which have initial terms of four to five years and contain no option to extend.
The Company's future minimum base rent payments are approximately as follows (in thousands):

For the years ending December 31, | Amount
Remainder of 2026 | $ | 597 |
2027 | 1,169 |
2028 | 1,188 |
2029 | 959 |
2030 | 381 |
2031 | 326 |
Thereafter | $ | 334 |
Total | $ | 4,954 |
Less: present value adjustment | (1,076) |
Present value of minimum lease payments | $ | 3,878 |

8. Accrued Expenses and Other Current Liabilities
The following table provides a summary of the major components of accrued expenses and other current liabilities as reflected on the condensed consolidated balance sheets (in thousands):

| June 30, 2026 |  | December 31, 2025
Research and development | $ | 332 |  |  | $ | 274 |
Clinical | 774 |  |  | 1,079 |
Professional fees | 1,149 |  |  | 785 |
Employee-related | 2,526 |  |  | 3,302 |
Deferred revenue relating to collaborative arrangements | 4,170 |  |  | 5,907 |
Other | 2,063 |  |  | 3,386 |
Total accrued expenses and other current liabilities | $ | 11,014 |  |  | $ | 14,733 |

9. Convertible Notes
On May 7, 2026, the Company issued $115.0 million aggregate principal amount of 6.75% Convertible N otes due July 15, 2034. In connection with the offering of the Convertible Notes, the Company granted the initial purchaser of the Convertible Notes a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of the Convertible Notes on the
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same terms and conditions. On May 14, 2026, the Company issued an additional $15.0 million aggregate principal amount of Convertible Notes, pursuant to the exercise in full of such over-allotment option, for the total aggregate principal amount of $130.0 million. The net proceeds the Company received from the issuance of the Convertible Notes was $112.5 million, after deducting the purchase discounts and commissions and offering expenses payable by the Company. The Company used approximately $32.7 million of the net proceeds from the offering of the Convertible Notes to fully repay the outstanding obligations and prepayment fee under the Loan and Security Agreement (see Note 10) and to terminate that facility, with the remaining net proceeds to be used for general corporate purposes. The Convertible Notes are the Company's senior unsecured obligations and mature on May 15, 2034 (the “Maturity Date”), unless earlier repurchased or converted into shares of common stock as described below.
At the time that holders elect to convert, which is further described below, the Convertible Notes are convertible into shares of the Company’s common stock, can be repurchased for cash, or a combination thereof, at the Company’s election, at an initial conversion rate of 372.7866 shares of common stock per $1,000.00 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $2.68 per share of common stock, subject to adjustment. The Company will pay interest on the Convertible Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026.
The Convertible Notes are not convertible prior to the earlier of May 15, 2027 and the Reserved Share Effective Date, the first date on which the Company has increased its authorized and unissued shares and reserved the maximum number of conversion shares solely for issuance upon conversion of the Convertible Notes, as such term is defined in the indenture that the Company entered into with the U.S. Bank Trust Company, National Association, as trustee (the "Indenture"), and unless and until the Reserved Share Effective Date occurs the Company is required to settle conversions solely in cash. As a result, the Convertible Notes, encompassing both the debt and derivative liability will remain classified as current liabilities on the balance sheet until the Reserved Share Effective Date. The Company committed to seek the stockholder approval necessary for the Reserved Share Effective Date at a meeting to be held on September 21, 2026. In addition, until stockholder approval is obtained under Nasdaq Listing Rule 5635(d), the maximum number of shares of common stock issuable upon conversion by physical settlement is limited to 67,629,947 shares (the "Exchange Cap"), with any conversions that would otherwise exceed the cap settled in cash.
The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the Convertible Notes, the Company will, in certain circumstances, increase the conversion rate of the Convertible Notes for a holder who elects to convert its Convertible Notes in connection with such a corporate event or convert its Convertible Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be, to 540.5405 shares of common stock per $1,000 principal amount of Convertible Notes, subject to customary anti-dilution adjustment provisions.
The Company may not redeem the Convertible Notes prior to May 15, 2029. The Company may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at its option, on or after May 15, 2029 and prior to the 41st scheduled trading day immediately preceding the Maturity Date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $25.0 million aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related notice of redemption (and after giving effect to the delivery of such notice of redemption).
Holders of Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes on May 15, 2032 at a repurchase price equal to 100% of the principal amount of Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, May 15, 2032. In addition, if the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to the terms of the Indenture, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. The Indenture includes customary terms and covenants, including certain events of default.
The Company incurred approximately $17.5 million of issuance costs (including $13.0 million of debt discount) related to the issuance of the Convertible Notes. Of the $17.5 million of issuance costs, $16.3 million were recorded as a reduction to long-term debt on the condensed consolidated balance sheet and are amortized over the six-year period to May 15, 2032, the first point at which the Convertible Note are puttable by the holders, as described above, using the effective interest method. For the three and six months ended June 30, 2026, the Company recognized $0.5 million to interest expense on the condensed consolidated statements of operations. The remaining $1.2 million of issuance cost that was allocated to the conversion option
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was immediately expensed upon issuance to interest expense on the condensed consolidated statements of operations. The Company recorded $1.9 million of interest expense during the three months ended June 30, 2026, relating to the coupon interest on the convertible notes due semi-annually.
As of June 30, 2026, no Convertible Notes were convertible pursuant to their terms. The estimated fair value of the Convertible Notes was $117.0 million as of June 30, 2026. As of June 30, 2026, the if-converted value of the Convertible Notes did not exceed the principal value of those notes.
10. Debt
In September 2016, in connection with the U.S. government's foreign national investor program, commonly known as the EB-5 Program, the Company entered into a financing arrangement (the "EB-5 Loan Agreement") which provided for cumulative borrowings of up to $10.0 million from EB5 Life Sciences, L.P. ("EB-5 Life Sciences") as the lender. Pursuant to the EB-5 Loan Agreement, borrowings were made in $0.5 million increments with a fixed interest rate of 4% per annum (the "Original Offering"). The borrowings pursuant to the Original Offering are secured by substantially all of the Company's assets, with the exception of any patents, patent applications, pending patents, patent licenses, patent sublicenses, trademarks, and other intellectual property rights held by the Company.
Under the terms and conditions of the Original Offering, the Company borrowed $1.0 million during 2016, $0.5 million during 2020, $0.5 million in September 2022, and an additional $0.5 million in May 2023. Issuance costs were recognized as a reduction to the loan balance and are amortized to interest expense over the term of each borrowing. Pursuant to the Original Offering, each outstanding borrowing, as well as accrued unpaid interest, becomes due upon the seventh anniversary of its disbursement date, subject to certain extension provisions. Once repaid, amounts cannot be re-drawn.
The March 2022 EB-5 Reform and Integrity Act of 2022 (the "RIA") enacted changes to the EB-5 Program, including but not limited to: raising the minimum investment amount for a targeted employment area (the "TEA") from its previous level of $0.5 million to its new level of $0.8 million, as well as modifying the process for the creation of TEAs. Under the previous regime, the state in which the TEA would be located could send a letter in support of efforts to designate a TEA. Under the current regime, only U.S. Citizenship and Immigration Services can designate TEAs.
In connection with the aforementioned changes to the EB-5 Program, the Original Offering was amended in May 2023 (the "Amended Offering"). Pursuant to the terms and conditions of the Amended Offering, EB-5 Life Sciences now provides for cumulative borrowings of up to $20.0 million. Future borrowings can be made in increments of $0.8 million with a fixed interest rate of 4.0% per annum. Each future borrowing pursuant to the Amended Offering, as well as accrued unpaid interest, will become due upon the seventh anniversary of its disbursement date. The Company has not made any borrowings pursuant to the Amended Offering as of June 30, 2026. The Company repaid principal of $1 million during the six months ended June 30, 2025.
The carrying values of the borrowings pursuant to the Original Offering as of June 30, 2026 and December 31, 2025 are summarized below (in thousands):

| June 30, 2026 |  | December 31, 2025
Principal outstanding | $ | 1,500 |  |  | $ | 1,500 |
Plus: accrued interest | 309 |  |  | 259 |
Less: unamortized debt issuance costs | (60) |  |  | (68) |
Carrying value, net | 1,749 |  |  | 1,691 |
Less: current portion of long term debt | (20) |  |  | — |
Long term debt, net of current portion | $ | 1,729 |  |  | $ | 1,691 |

In November 2024, the Company entered into a Loan and Security Agreement with Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Agent”, together with Avenue I and Avenue II, “Avenue”), Avenue Venture Opportunities Fund II, L.P., as a lender (“Avenue 2”), and Avenue Venture Opportunities Fund, L.P., as a lender (“Avenue 1”, and together with Avenue 2, the “Lenders”) for net proceeds of $29.2 million. The Loan and Security Agreement had a maturity date of November 1, 2028, of which the first 24 months were interest only, and bore interest at a variable rate per annum equal to the greater of (i) the prime rate as reported in The Wall Street Journal plus 4.25% or (ii) 12.25%. Additionally, the Lenders had the right to convert an aggregate amount of up to $6.0 million of the outstanding principal amount into shares of common stock at a conversion price per share equal to 80% of the trading price on the date of conversion, which would be at Lenders'
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option. In the event the Company elects to prepay the term loans in full, Lenders would have 10 days to elect to exercise their conversion right prior to such prepayment. All conversion rights terminated upon payoff. Notwithstanding the foregoing, the aggregate amount of common stock that could have been issued pursuant to the “Conversion Right” and the “Equity Grant” could not exceed a number of shares equal to 19.9% of the Company’s outstanding common stock. The agreement was collateralized by all of the Company’s assets in which the Agent was granted a senior secured lien. The Company also granted the Lenders a negative pledge on the Company’s intellectual property. In connection with the Loan and Security Agreement, the Company entered into a Subscription Agreement with the Lenders, pursuant to which the Company issued 1,056,338 shares of common stock to the Lenders with an issue date of November 6, 2024.
On May 7, 2026, the Company used approximately $32.7 million of the net proceeds from its offering of Convertible Notes (See Note 9) to fully repay the Company's obligations under the Loan and Security Agreement, including payment of the related prepayment fee and expenses, and terminated the Loan and Security Agreement and all related loan documents. The Company recognized a loss on extinguishment of debt of $2.4 million during the three and six months ended June 30, 2026, in the condensed consolidated statements of operations.
The carrying values of the borrowings pursuant to the Loan and Security Agreement as of June 30, 2026 and December 31, 2024 are summarized below (in thousands):

| June 30, 2026 |  | December 31, 2025
Principal outstanding | $ | — |  |  | 30,000 |
Less: unamortized debt issuance costs | — |  |  | (2,899) |
Carrying value, net | $ | — |  |  | $ | 27,101 |
Less: current portion of long term debt | $ | — |  |  | $ | (1,250) |
Long term debt, net of current portion | — |  |  | 25,851 |

For the six months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of approximately $2.2 million and $2.5 million respectively, including amortization of debt issuance cost of $0.6 million and $0.6 million, respectively. For the three months ended June 30, 2026 and June 30, 2025 the Company recognized interest expense of approximately $0.9 million and $1.3 million, respectively including amortization of debt issuance cost of $0.3 million and $0.3 million, respectively.
11. Equity
2025 Registered Direct Offering
In August 2025, the Company closed a registered direct offering pursuant to a securities purchase agreement with an institutional investor, for the purchase and sale of 20 million shares of common stock and warrants to purchase up to an aggregate of 20 million shares of common stock at a purchase price of $1.00 per share and accompanying warrants. The warrants have an exercise price of $1.50 per share, became exercisable immediately upon issuance, and will expire two years following the date of issuance. The warrants are callable by the Company when the volume weighted average price of the Company’s common stock exceeds $2.50 per share for at least five trading days of a trailing 30 trading day period. The net proceeds to the Company from the offering were $18.5 million after deducting the placement agent fees and other offering expenses. As the warrants are exercisable for a fixed number of the Company’s shares, are indexed to the Company’s stock, and do not require cash or net settlement, the Company determined that the warrants qualify for equity classification.
Warrant Exercises
In March 2026, the holder exercised warrants to purchase 10,000,000.00 shares of common stock for aggregate gross proceeds of $15.0 million. The warrants were exercised at an exercise price of $1.50 per share. The aggregate net proceeds received of $14.2 million were recorded as an increase to common stock and additional paid-in capital.
2 026 Underwritten Registered Direct Offering
In January 2026, the Company completed an underwritten registered direct offering of 15,000,000.00 shares of common stock at an offering price of $1.50 per share of common stock, resulting in gross proceeds of $22.5 million. The Company received net proceeds of approximately $20.7 million, after deducting underwriting commissions and other offering expenses.
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12. Warrants
Beginning in 2016, the Company issued warrants to purchase common stock. In August 2025, the Company issued additional warrants to purchase up to 20,000,000 shares of common stock as described in Note 11 above. Pursuant to a securities purchase agreement with an institutional investor, on March 12, 2026, the holder purchased 10,000,000 shares of common stock upon the partial exercise of its warrants for gross proceeds of $15.0 million.
As of June 30, 2026 and December 31, 2025, approximately 10.6 million and 20.6 million warrants were vested and outstanding, respectively. The outstanding warrants had a weighted‑average exercise price of approximately $1.78 per share at June 30, 2026 and approximately $1.64 per share at December 31, 2025, and are scheduled to expire between 2026 and 2027.
13. Stock-Based Compensation
Stock-based compensation expense for stock options, RSUs and PSUs is reflected in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

| Three months ended June 30, | Six months ended June 30,
| 2026 |  | 2025 | 2026 |  | 2025
General and administrative | $ | 1,265 |  |  | $ | 1,104 |  | $ | 3,534 |  |  | $ | 2,203 |
Research and development | 568 |  |  | 741 |  | 1,697 |  |  | 1,527 |
Total | $ | 1,833 |  | $ | 1,845 |  | $ | 5,231 |  |  | $ | 3,730 |

As of June 30, 2026, the Company had $17.0 million of unrecognized stock-based compensation expense related to stock options, RSUs and PSUs outstanding, which is expected to be recognized over a weighted-average period of 2.2 years.
Equity Plans
The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the "2014 Plan") and the Ocugen, Inc. 2019 Equity Incentive Plan (the "2019 Plan", collectively with the 2014 Plan, as amended, the "Plans"). On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of the Company's common stock outstanding on December 31st of the prior year, or a number of shares determined by the Board of Directors. As of June 30, 2026, the 2019 Plan authorizes the granting of up to a total of 62.8 million equity awards in respect to the Company's common stock. The 2019 Plan had 12.1 million equity awards remaining available for future grant as of June 30, 2026. In addition to stock options, PSUs and RSUs granted under the Plans, the Company has granted certain stock options and RSUs as material inducements to employment in accordance with Nasdaq Listing Rule 5635 (c)(4), which were granted outside of the Plans.
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Stock Options to Purchase Common Stock
The following table summarizes the Company's stock option activity:

| Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2025 | 24,561,750 |  |  | $ | 1.58 |  |  | 7.6 |  | $ | 7,505 |
Granted | 9,638,335 |  |  | 1.40 |  |  |  |  | 4 |
Exercised | (1,209,034) |  |  | 0.92 |  |  |  |  | 824 |
Forfeited | (3,028,706) |  |  | 1.57 |  |  |  |  | 1,131 |
Expired | (9,382) |  | 2.94 |  |  |  |  | 0
Options outstanding at June 30, 2026 | 29,952,963 |  |  | $ | 1.55 |  |  | 7.8 |  | $ | 10,284 |
Vested and expected to vest at June 30, 2026 | 29,952,963 |  |  | $ | 1.55 |  |  | 7.8 |  | 10,284
Options exercisable at June 30, 2026 | 14,490,871 |  |  | $ | 1.90 |  |  | 6.2 |  | $ | 5,123 |

The weighted average grant date fair value of stock options granted during the three and six months ended June 30, 2026 were $1.01 and $1.17, respectively. The weighted average grant date fair value of stock options granted during the three and six months ended June 30, 2025 were $0.79 and $0.76, respectively. The total fair value of stock options vested during the three and six months ended June 30, 2026 were $0.9 million and $3.8 million, respectively. The total fair value of stock options vested during the three and six months ended June 30, 2025 were $0.8 million and $4.7 million, respectively.
RSUs
The following table summarizes the Company's unvested RSU activity:

| Number of Shares |  | Weighted Average Grant Date Fair Value |  |  |  |
RSUs unvested at December 31, 2025 | 851,652 |  |  | $ | 1.13 |  |  |  |  |
Granted | 2,885,565 |  |  | $ | 1.40 |  |  |  |  |
Vested | (764,589) |  |  | $ | 1.21 |  |  |  |  |
Forfeited | (626,393) |  |  | $ | 1.37 |  |  |  |  |
RSUs unvested at June 30, 2026 | 2,346,235 |  |  | $ | 1.37 |  |  |  |  |

PSUs
In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Company's Board of Directors adopted a form of performance restricted stock unit agreement (the "PSU Agreement"). Pursuant to the PSU Agreement, the Company granted 615,467, 256,885 and 3,314,445 of market-based performance stock units at target on January 2, 2024, April 16, 2024, and January 2, 2025, respectively. The PSUs granted in 2024 cliff vest after the requisite service period ending on December 31, 2026. The PSUs granted in 2025, cliff vest after the requisite period ending on December 31, 2027. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company's total shareholder return ("TSR") as compared to the TSR of the companies within the Nasdaq Biotechnology Index over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.
In the fourth quarter of 2025, the Compensation Committee of the Company's Board of Directors conducted a review, with its compensation consultant, of total equity ownership of the Company’s Chief Executive Officer, Dr. Shankar Musunuri, as compared to founder chief executive officers in the Company’s peer group. On December 12, 2025, upon recommendation of
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the Compensation Committee, the Board approved an award of 9,369,604 PSUs (the “2026 PSUs”) to Dr. Musunuri, in addition to Dr. Musunuri’s regular annual equity award, which were granted on January 2, 2026.
The 2026 PSUs are subject to a three year performance period ending December 31, 2028 (the “Performance Period”) and will vest upon the Compensation Committee’s determination of the Company’s achievement of certain performance milestones as follows: (i) two-thirds of the 2026 PSUs will vest upon certain regulatory milestones and (ii) one-third of the 2026 PSUs will vest upon the achievement of a market capitalization related milestone, in each case during the Performance Period. The performance milestones may be achieved (and the 2026 PSUs earned) at any time during the Performance Period, and the 2026 PSUs will vest and be settled in shares of the Company’s Common Stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject to Dr. Musunuri’s continued service with the Company through the applicable achievement date. Any 2026 PSUs for which a performance milestone has not been achieved by the end of the Performance Period will be cancelled and forfeited. Upon any termination of service, any portion of the 2026 PSUs that is unvested and unearned as of the termination date will be forfeited. For the portion of the 2026 PSUs with regulatory milestone-based vesting conditions, the fair value of the RSU or PSU is determined by the market price of a share of the Company's common stock on the grant date. For the portion of the 2026 PSUs with a market capitalization-based vesting condition, the Company estimates grant-date fair value using a Monte Carlo simulation model.
Letter Agreement Regarding Equity Awards
On January 20, 2026, the Company entered into a Letter Agreement Regarding Equity Awards (the “Letter Agreement”) with its Chief Executive Officer, Shankar Musunuri, that amends certain administrative and settlement terms applicable to previously granted equity awards under the 2019 Plan.
The Letter Agreement applies to specified portions of the following outstanding equity awards (collectively, the “Covered Awards”):
◦2026 Stock Options: Options granted on January 2, 2026 to purchase 3,123,201 shares, of which 2,000,000 options are subject to the Letter Agreement.
◦2026 PSUs: A target award granted on January 2, 2026 of 9,369,604 PSUs, of which 6,000,000 PSUs are subject to the Letter Agreement. The 2026 PSUs vest upon the achievement of specified performance and market conditions.
◦2025 Performance-Based Restricted Stock Units (“2025 PSUs”): A target award granted on January 2, 2025 of 1,388,889 PSUs, of which 1,000,000 PSUs are subject to the Letter Agreement. The 2025 PSUs vest based on the Company’s relative stock performance compared to a peer index over a three-year performance period.
Under the Letter Agreement, vesting of the Covered Awards continues in accordance with the original award agreements and the 2019 Plan. In addition, vested Covered Awards are not subject to forfeiture solely as a result of the authorized share shortfall. With respect to the Covered Options, exercisability of the 2,000,000 options subject to the Letter Agreement is suspended until an authorized share increase becomes effective. The contractual expiration date and post-termination exercise provisions are otherwise unchanged; however, if the suspension of exercisability continues beyond 90 days after the original expiration date, the option term is automatically extended for the length of the suspension to preserve the option’s original economic life. For PSUs that vest, settlement in shares is deferred until an authorized share increase becomes effective. If the authorized share increase is not effective by March 15 of the calendar year following the year of vesting, the Company must either deliver shares from alternative sources or settle the vested PSUs in cash, at Dr. Musunuri's election, based on fair market value as of the vesting date.
The Company evaluated the Letter Agreement under ASC 718-20-35-2A to assess whether modification accounting was required for each category of Covered Awards.
Options — The Company concluded that the Letter Agreement modified the original grant by introducing a performance condition related to the increase in authorized shares which is necessary for the options to become exercisable. Since the share increase is outside the control of the Company and cannot be considered probable, the Letter Agreement was determined to be a probable to improbable, or Type II, modification. In this case, ASC 718 requires expense measurement and recognition to continue under the original terms of the option grant. Accordingly, the Company continued to recognize the expense associated with the options in normal course during the six months ended June 30, 2026.
2026 PSUs — Based on the expected order in which the 2026 PSU tranches will vest, the Company determined that the Letter Agreement's settlement restrictions apply to the performance-condition tranches, which were not probable of vesting at either
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the grant date or the Letter Agreement date. The market-condition tranche is not subject to the Letter Agreement’s restrictions. Because the tranches subject to the Letter Agreement were not probable of vesting both immediately before and after the Letter Agreement, the Company has not recognized compensation cost for those PSUs.
2025 PSUs — The Letter Agreement introduced a contingent cash settlement feature, which resulted in a change in the classification of the 2025 PSUs. The Company concluded that the contingent cash settlement feature requires liability classification because it cannot be considered probable that the authorized share limitation will be resolved prior to the date on which cash settlement would be available to the Dr. Musunuri. Accordingly, the 1,000,000 2025 PSUs subject to the Letter Agreement were classified as other non-current liability. The Company applied modification accounting and additional compensation cost was recognized to reflect the fair value of the liability in excess of compensation cost previously recognized. The Company remeasured the fair value of the 2025 PSUs subject to the Letter Agreement as of the modification date and will remeasure the fair value at each reporting date.
During the six months ended June 30, 2026, the Company recognized $0.9 million of incremental stock-based compensation expense related to the modification of the 2025 PSUs. As of June 30, 2026, $1.3 million was recorded in Other non-current liability related to the modified PSU awards.
The following table summarizes the unvested PSU activity:

| Number of Shares |  | Weighted Average Grant-Date Fair Value
PSUs unvested at December 31, 2025 | 4,186,797 |  |  | $ | 1.61 |
Granted | 9,369,604 |  |  | $ | 0.23 |
Vested | — |  |  | $ | — |
Forfeited | (1,717,762) |  |  | $ | 1.74 |
PSUs unvested at June 30, 2026 | 11,838,639 |  |  | $ | 1.51 |

14. Net Loss Per Share of Common Stock
The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts).

|  | Three months ended June 30, | Six months ended June 30,
|  | 2026 |  | 2025 |  | 2026 |  | 2025
Net loss |  | $ | (24,877) |  |  | $ | (14,739) |  |  | $ | (44,054) |  |  | $ | (30,089) |
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) |

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The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as their inclusion would have been antidilutive:

| June 30,
| 2026 | 2025
Stock options to purchase common stock | 29,952,963 |  | 23,211,757 |
RSUs | 2,346,235 |  | 925,636 |
PSUs | 11,838,639 |  | 4,186,797 |
Convertible Note | 67,629,947 |  | — |
Warrants | 10,628,664 |  | 628,664 |
Total | 122,396,448 |  | 28,952,854 |

15. Commitments and Contingencies
Commitments
The Company has commitments under certain license and development agreements, lease agreements, commitments related to renovating an existing facility for GMP, and debt agreements. Commitments under certain license and development agreements include annual payments, payments upon the achievement of certain milestones, and royalty payments based on net sales of licensed products (commitments under the Company's license and development agreements are more fully described within the Company's 2025 Annual Report). Commitments under lease agreements are future minimum lease payments (see Note 7). Commitments under Convertible Notes (see Note 9) and debt agreements are the future payment of principal and accrued interest under the EB-5 Loan Agreement (see Note 10).
Contingencies
In April 2024, a securities class action lawsuit was filed against the Company and certain of its agents in the United States District Court for the Eastern District of Pennsylvania ("Court") (Case No. 2:24-cv-01500) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the Company's previously-issued audited consolidated financial statements for each fiscal year beginning January 1, 2020 and its previously-issued unaudited condensed consolidated financial statements for each of the first three quarters in such years and the effectiveness of the Company's disclosure controls and procedures during each such period. The complaint sought unspecified damages, interest, attorneys' fees, and other costs. In October 2024, the lead plaintiff filed an amended complaint, and in December 2024, the Company filed a motion to dismiss. In February 2025, the lead plaintiff filed an opposition to the motion to dismiss, and the Company filed a reply in support of the motion to dismiss in March 2025. In July 2025, the Company’s motion to dismiss, with prejudice, was granted. The lead plaintiff appealed to the United States Court of Appeals for the Third Circuit ("Third Circuit") regarding the order that was entered in July 2025, which dismissed the action with prejudice. The lead plaintiff’s appellant's brief and joint appendix were filed in October 2025, the Company’s appellees’ brief was filed in December 2025, and the lead plaintiff’s reply brief was filed in January 2026. The Third Circuit heard oral argument in June 2026, and the parties are waiting for the Third Circuit's ruling.
In May 2024, a stockholder derivative lawsuit was filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:24-cv-02234) that purported to state a claim for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on the facts and circumstances relating to the securities class action and seeking damages and certain governance reforms in connection with claims asserted in the securities class action. In June 2024, the Court approved the parties’ joint stipulation for an order staying the derivative lawsuit pending resolution of a motion to dismiss in the related securities class action. In the third quarter of 2024, four additional stockholder derivative lawsuits were filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case Nos. 2:24-cv-03119, 2:24-cv-03209, 2:24-cv-04813, 2:24-cv-04864) asserting similar facts and claims as the first complaint, and in March 2025, the Court consolidated these five derivative lawsuits and stayed the lawsuits pending resolution of the motion to dismiss in the related securities class action. Under consolidated Case No. 2:24-cv-02234, an amended shareholder derivative complaint was filed by a plaintiff in May 2025, and an amended shareholder derivative complaint was filed by two other plaintiffs in June 2025. In August 2025, the Court approved the parties’ joint stipulation to continue the stay during the pendency of the appeal filed in the related securities class action.
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In January 2025, a stockholder derivative lawsuit was filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Delaware Court of Chancery ("Delaware Court") (Case No. 2025-0095-JTL) asserting similar facts and claims related to breaches of fiduciary duty, unjust enrichment and insider trading, and in March 2025, the Delaware Court approved the parties’ joint stipulation for an order staying the lawsuit pending resolution of a motion to dismiss in the related securities class action. In September 2025, the Delaware Court approved the parties’ joint stipulation to continue the stay during the pendency of the appeal filed in the related securities class action.
In October 2025, a securities class action lawsuit was filed against the Company in the Delaware Court (Case No. 2025-1214) that purported to state claims for breach of contract, declaratory judgment under 8 Del. C. § 225(b) and declaratory judgment under 10 Del. C. § 6501 based on allegations that the Company breached provisions of the Company’s charter and attempted to evade the voting threshold in the Company’s charter. The complaint seeks unspecified damages, interest, attorneys’ fees and other costs among injunctive relief and other governance related actions and declarations. On February 12, 2026, the Company filed a petition (the “Petition”) in the Delaware Court pursuant to Section 205 of the Delaware General Corporation Law seeking validation of the Certificate of Amendment to the Company’s charter increasing the Company’s number of authorized shares of common stock, and all shares of the Company’s common stock issued in reliance on the effectiveness and validity thereof. Concurrently with the filing of the Petition, the Company filed a motion to expedite the hearing on the Petition, which was held on May 6, 2026. At the hearing, the Delaware Court validated the Certificate of Amendment and declared it effective and declared valid all shares of the Company's common stock issued after the effectiveness of the Certificate of Amendment on July 11, 2024. In July 2026, the Delaware Court entered an amended stipulation and order dismissing the class action complaint as moot given the decision in the Section 205 action and retained jurisdiction of the action for the purpose of adjudicating any future fee and expense application in connection with the mooted claims.
The Company believes that these lawsuits are without merit and intends to vigorously defend against them. At this time, no assessment can be made as to their likely outcome or whether the outcome will be material to the Company. No information is available to indicate that it is probable that a loss has been incurred and can be reasonably estimated as of the date of the condensed consolidated financial statements and, as such, no accrual for the loss has been recorded within the condensed consolidated financial statements.
16. Segment Reporting
The Company has one operating and reportable segment relating to the research, development and commercialization of its novel gene therapies. The segment derives its current revenue from a co-development and commercialization agreement with CanSinoBIO. The Company does not track expenses on an individual program basis for overhead costs, as the Company utilizes its resources across all programs.
The Company's Chief Operating Decision Maker (the "CODM"), its Chief Executive Officer, manages the Company's operations on an integrated basis for the purposes of allocating resources. When evaluating the Company's financial performance, the CODM reviews financial information at the consolidated level. The CODM uses net loss as the measure of profit or loss to allocate resources and assess performance. The CODM regularly reviews net loss as reported on the Company’s consolidated statements of operations and comprehensive loss. Financial forecasts and budget to actual results used by the
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CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis.
The measure of segment assets is reported on the balance sheet as total assets.
The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

| 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 |
Less: |  |  |  |  |  |
OCU400 | 2,211 |  |  | 1,998 |  | 3,520 |  |  | 3,843 |
OCU410 and OCU410ST | 1,590 |  |  | 1,117 |  | 3,966 |  |  | 2,295 |
NeoCart | 196 |  |  | 8 |  | 218 |  |  | 5 |
COVAXIN | 3 |  |  | — |  | 10 |  |  | — |
Inhaled mucosal vaccine platform | 49 |  |  | 131 |  | 79 |  |  | 319 |
OCU200 | 55 |  |  | 151 |  | 260 |  |  | 400 |
Unallocated costs: |  |  |  |  |  |
Research and development personnel costs | 5,150 |  |  | 4,091 |  | 10,752 |  |  | 8,106 |
Facilities and other support costs | 842 |  |  | 834 |  | 1,675 |  |  | 1,815 |
Other | 594 |  |  | 72 |  | 1,465 |  |  | 1,149 |
Total 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) |
Other income (expense): |  |  |  |  |  |
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) |
Segment and consolidated net loss | $ | (24,877) |  |  | $ | (14,739) |  | $ | (44,054) |  |  | $ | (30,089) |

17. Subsequent Events
On July 10, 2026, the Company entered into a binding term sheet with Roots Pharmaceutical to negotiate and execute a definitive license agreement granting exclusive rights to develop and commercialize OCU400 for retinitis pigmentosa in the Middle East and North Africa (MENA) region. Pursuant to the term sheet, under the license agreement, the Company is expected to receive upfront license fees and near-term development milestone payments of up to $4.0 million, sales milestone payments of up to $255.0 million, and royalties equal to 22% of net sales in the licensed territory. The Company is also expected to manufacture and supply commercial quantities of OCU400 under a related supply agreement. The definitive agreements are expected to be executed within approximately 90 days following the execution of the term sheet.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements for the year ended December 31, 2025, included in our 2025 Annual Report. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing, include forward-looking statements that involve risks, uncertainties, and assumptions. These statements are based on our beliefs and expectations about future outcomes and are subject to risks and uncertainties that could cause our actual results to differ materially from anticipated results. Except as required by law, we undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events, or otherwise. You should read the "Risk Factors" section included in our 2025 Annual Report and First Quarter 10-Q and "Disclosure Regarding Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
tOverview
We are a biotechnology company focused on discovering, developing, and commercializing novel gene therapies that improve health and offer hope for patients across the globe.
Our technology pipeline includes:
Novel Modifier Gene Therapy Platform —
We are developing a modifier gene therapy platform designed to fulfill unmet medical needs related to retinal diseases, including inherited retinal degenerations ("IRDs"), such as retinitis pigmentosa ("RP"), Stargardt disease ("ST"), and multifactorial diseases such as dry age-related macular degeneration ("dAMD"). Our modifier gene therapy platform is based on the use of nuclear hormone receptors ("NHRs"), which have the potential to achieve homeostasis — the basic biological processes in the retina to restore a healthy state from a diseased state. Unlike single gene replacement therapies, which only target one genetic mutation, our modifier gene therapy platform, through its use of NHRs, represents a gene-agnostic approach designed to address not just the mutated gene but provide a molecular "reset" of health and survival of gene networks.
OCU400- our first modifier gene therapy product is based on the use of NHRs, and we believe our novel modifier gene therapy platform has the potential to address major blindness diseases, including rare genetic diseases such as RP, with a gene-agnostic approach. OCU400 is intended for early to advanced cases of RP including clinical and/or genetic diagnosis with both syndromic and non-syndromic forms of the disease. In January 2025, we announced positive two-year data for multiple mutations from the Phase 1/2 clinical trial for OCU400. In February 2025, we announced that the European Commission ("EC") has provided a positive opinion from the European Medicines Agency's ("EMA") Committee for Advanced Therapies for OCU400 Advanced Therapy Medicinal Product ("ATMP") classification. Positive long-term, 3-year Phase 1/2 data for OCU400 were assessed in evaluable subjects and built on prior 2-year results showing consistent clinically meaningful, approximately 2-line low luminance visual acuity ("LLVA") gain across mutations. OCU400 maintained a favorable durability, safety and tolerability profile with no new treatment-related serious adverse events or adverse events of interest emerged.
Additional Phase 1/2 data include:
▪Visual function benefits were consistently observed over 3 years, with 88% (7/8) of evaluable treated subjects showing improvement or preservation versus untreated fellow eyes; and,
▪Approximately 2-line gain (N=8) observed across multiple mutation types in treated eyes compared to untreated eyes at 3 years.
We have completed enrollment in the Phase 3 liMeliGhT clinical trial for OCU400 (N=140 subjects), reflecting strong interest from investigators and patients. Topline Phase 3 data is expected in the first quarter of 2027, advancing OCU400 towards potential approval in the fourth quarter of 2027 as a treatment option for early- to late stage RP. The U.S. Food and Drug Administration ("FDA") acknowledged the regulatory eligibility to rolling BLA submission by virtue of our RMAT designation for OCU400, but, under the FDA’s general policy, we would need to submit topline Phase 3 data in a pre-BLA meeting prior to the FDA agreeing to a rolling submission schedule.
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OCU400 has received Orphan Drug Designations ("ODD") from the FDA for RP and Leber congenital amaurosis ("LCA"), a Regenerative Medicine Advanced Therapy ("RMAT") designation for the treatment of RP associated with NR2E3 and RHO mutations from the FDA, and orphan medicinal product designation ("OMPD") from the European Commission ("EC"), based on the recommendation of the European Medicines Agency ("EMA"), for RP and LCA. These broad ODD, RMAT, and OMPD designations further support the broad (gene-agnostic) therapeutic potential of OCU400 to treat RP associated with mutations in multiple genes. We have successfully completed process performance qualification ("PPQ") batches in preparation for potential approval in the fourth quarter of 2027 as a treatment option for early- to late-stage RP.
OCU410ST/OCU410 utilizes a first-in-class modifier gene therapy approach by delivering the human RORA (Retinoic Acid Receptor ("RAR") Related Orphan Receptor A) gene to diseased retinal tissue via subretinal AAV5 delivery. RORA modulates lipid metabolism, oxidative stress, and inflammation key drivers of retinal degeneration that restores retinal homeostasis by offering a unique four-way disease-modifying potential. OCU410 is a potential one-time therapy with a single sub-retinal injection that targets multiple pathways associated with AMD pathogenesis, in contrast to products currently approved or under development that treat only one cause of GA that require multiple injections per year, and some safety limitations. Currently, there is significant economic burden of vision loss diseases in the United States. ST and GA are major contributors to vision loss. We believe OCU410 has the potential to reduce treatment costs, prevent vision-related disability, and ease the broader healthcare and societal burden driven by structural and functional vision loss. OCU410ST has received OMPD from the EMA for the treatment of ABCA4-associated retinopathies (>1200 mutations) including ST, retinitis pigmentosa 19 ("RP19"), and cone-rod dystrophy 3 ("CORD3"), and has the potential to be the first approved therapy to treat ST.
OCU410ST - We initiated dosing in GARDian3 pivotal confirmatory trial for OCU410ST in July 2025. The OCU410ST Phase 2/3 pivotal confirmatory trial represents our second late-stage clinical program. We plan to submit a BLA for OCU410ST by mid-2027 in alignment with our strategic goal of filing three BLAs by 2028. OCU410ST has received ODD from the FDA. In November 2024, the EMA granted OMPD for OCU410ST for the treatment of ABCA4-associated retinopathies (>1200 mutations) including ST, RP 19, and CORD3. In May 2025, we announced that the FDA granted Rare Pediatric Disease Designation ("RPDD") for OCU410ST for the treatment of ABCA4-associated retinopathies including ST, RP19, and CORD3. In June 2025, we announced that the FDA has cleared the Investigational New Drug ("IND") amendment to initiate a Phase 2/3 pivotal confirmatory trial of OCU410ST, a modifier gene therapy candidate being developed for all ST (ABCA4-associated retinopathies). In August 2025, we announced that the Committee for Medicinal Products for Human Use ("CHMP") of the EMA reviewed the study design, endpoints and planned statistical analysis of the ongoing pivotal confirmatory OCU410ST Phase 2/3 GARDian3 clinical trial for ST and provided acceptability of a single U.S.-based trial for submission of a Marketing Authorization Application ("MAA").
The OCU410ST Phase 1 clinical trial demonstrated that atrophic lesions grew slower by 54% at 12 months for evaluable treated eyes compared to untreated fellow eyes. In the secondary endpoint- Best Corrected Visual Acuity ("BCVA" ), treated-eyes showed an improvement with 1-line (6 ETDRS Letter) gain in the visual acuity when compared to untreated fellow eyes. Additionally, 100% of evaluable treated eyes demonstrated stabilization or improvement vs. untreated eyes in visual function. In evaluable subjects (N=6) the rate of ellipsoid zone ("EZ") loss was 116% slower in OCU410ST-treated eyes compared to untreated fellow eyes at 12 months, demonstrating preservation or stabilization in photoreceptor integrity. The untreated eyes showed expected decline in atrophy. In April 2026, we announced early completion of dosing in the Phase 2/3 pivotal confirmatory trial (N=63 subjects). GARDian 3 trial enrollment and dosing completed successfully in less than 9 months. We plan to submit the BLA for OCU410ST by mid-2027.
OCU410- In Phase 1 study, no OCU410-related serious adverse events were observed and no cases of endophthalmitis, retinal detachment, vasculitis, choroidal neovascularization, or ischemic optic neuropathy were reported to date. The Phase 2 clinical trial was built directly on the clean safety profile observed for OCU410 in the Phase 1 study.
We completed dosing in Phase 2 of the Phase 1/2 ArMaDa clinical trial for OCU410 for the treatment of geographic atrophy ("GA"), an advanced form of dAMD. Positive preliminary efficacy and safety data from the Phase 1 dose-escalation portion of the OCU410 Phase 1/2 ArMaDa clinical trial included: no drug-related serious adverse events ("SAEs"), reduced lesion growth, preservation of retinal tissue. In March 2025, OCU410 and OCU410ST received ATMP classification from the EMA.
In March 2026 we announced positive 12-month topline data from the Phase 2 ArMaDa clinical trial. Key findings from Phase 2 include:
• 31% reduction in lesion growth in the optimal dose (medium) group compared to control (p< 0.05)
▪ 27% slower rate of EZ loss compared to control, indicating structural preservation of photoreceptors, which correlates with visual function; and
▪ 55% of treated patients demonstrated ≥30% lesion size reduction vs. control
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In July 2026, we announced that the FDA granted RMAT designation to the Company’s investigational product OCU410 for the treatment of GA, secondary to dAMD.
In August 2026, we have received FDA clearance for the Phase 3 registrational trial (ArMaDa3) for GA secondary to dry age-related macular degeneration, anchored by positive 12-month Phase 2 ArMaDa data (statistically significant 31% reduction in GA lesion growth (patient population: lesion size ≥2.5 mm 2 and ≤17.5 mm 2) versus control, p<0.05, at the optimal dose planned for Phase 3). We plan to initiate the Phase 3 study late in the third quarter of 2026.
Other Programs —
Novel Biologic Therapy for Retinal Diseases — OCU200 is a novel recombinant fusion protein consisting of two human proteins, tumstatin and transferrin. OCU200 possesses unique features which potentially enable it to treat vascular complications of diabetic macular edema ("DME"), diabetic retinopathy ("DR"), and wet age-related macular degeneration ("AMD"). Tumstatin is the active component of OCU200 and binds to integrin receptors, which play a crucial role in disease pathogenesis. Transferrin is expected to facilitate the targeted delivery of tumstatin into the retina and choroid and potentially help increase the interaction between tumstatin and integrin receptors. OCU200 Phase 1 clinical trial enrollment was completed in the first quarter of 2026.
Inhaled Mucosal Vaccine Platform — Our next-generation, inhaled mucosal vaccine platform includes OCU500, a COVID-19 vaccine. We have completed IND-enabling studies and GMP manufacturing of clinical trial material for OCU500. The Company is collaborating with the National Institute of Allergy and Infectious Diseases ("NIAID"), part of the National Institutes of Health, for the Phase 1 clinical trial for OCU500. NIAID is responsible for conducting and funding these studies, including contracting with clinical sites and service providers. The Company supplies investigational product for use in the studies and incurs only those costs for which it is directly responsible. Accordingly, costs funded directly by NIAID are not included in the Company's research and development expenses. NIAID initiated Phase 1 clinical trial for OCU500 in the second quarter of 2026.
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Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table summarizes the results of our operations for the three months ended June 30, 2026 and 2025 (in thousands):

|  | Three months ended June 30, |  |
|  | 2026 |  | 2025 |  | Change
Collaborative arrangement revenue |  | $ | 1,488 |  |  | $ | 1,373 |  |  | $ | 115 |
Total Revenue |  | 1,488 |  |  | 1,373 |  |  | 115 |
Operating expenses |  |  |  |  |  |
Research and development |  | 10,690 |  |  | 8,402 |  |  | 2,288 |
General and administrative |  | 7,242 |  |  | 6,766 |  |  | 476 |
Total operating expenses |  | 17,932 |  |  | 15,168 |  |  | 2,764 |
Loss from operations |  | (16,444) |  |  | (13,795) |  |  | (2,649) |
Other income (expense): |  |  |  |  |  |
Interest income |  | $ | 395 |  |  | $ | 227 |  |  | $ | 168 |
Interest expense |  | $ | (4,476) |  |  | $ | (1,285) |  |  | $ | (3,191) |
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 |  |  | $ | (192) |
Total other (expense) income |  | (8,433) |  |  | $ | (944) |  |  | $ | (7,489) |
Net loss |  | $ | (24,877) |  |  | $ | (14,739) |  |  | $ | (10,138) |

The following table summarizes our research and development expenses by product candidate for the three months ended June 30, 2026 and 2025 (in thousands):

| Three months ended June 30, |  |
| 2026 |  | 2025 |  | Change
OCU400 | $ | 2,211 |  |  | $ | 1,998 |  |  | $ | 213 |
OCU410 and OCU410ST | 1,590 |  |  | 1,117 |  |  | 473 |
NeoCart | 196 |  |  | 8 |  |  | 188 |
COVAXIN | 3 |  |  | — |  |  | 3 |
Inhaled mucosal vaccine platform | 49 |  |  | 131 |  |  | (82) |
OCU200 | 55 |  |  | 151 |  |  | (96) |
Unallocated costs: |  |  |  |  |
Research and development personnel costs | 5,150 |  |  | 4,091 |  |  | 1,059 |
Facilities and other support costs | 842 |  |  | 834 |  |  | 8 |
Other | 594 |  |  | 72 |  |  | 522 |
Total research and development | $ | 10,690 |  |  | $ | 8,402 |  |  | $ | 2,288 |

Collaborative arrangement revenue
Collaborative arrangement revenue increased by $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was due to our quarterly reassessment of the amount of co-development services provided by us to the business partner in the collaboration agreement.
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Research and development expense
Research and development expense increased by $2.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to increases of $1.1 million relate d to personnel costs, $0.5 million related to OCU410ST clinical trial expenses, and $0.5 million related to shared research and development expenses.
General and administrative expense
General and administrative expense increased by $0.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to an increase of $0.8 million related to personnel costs and $0.5 million related to professional services. This is offset by a decrease of $0.4 million in commercial expenses, $0.2 million in corporate business fees, and $0.2 million in employee related expenses.
Interest income
Interest income increased by $0.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to a higher average cash balance for the three months ended June 30, 2026.
Interest expense
Interest expense, net increased by $3.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due a $1.4 million increase related to the coupon interest on our debt and on the Convertible Senior Notes due 2034 ("Convertible Notes") issued in May due semi-annually and amortization of the issuance cost of $1.8. million.
Loss on extinguishment of debt
The loss on extinguishment of debt of $2.4 million for the three months ended June 30, 2026, was a result of the payoff of our Avenue Capital Loan.
Change in fair value of derivative liability
The change in fair value of the derivative liability for the three months ended June 30, 2026, resulted in a $1.9 million loss related to the derivative liability associated with the Convertible Notes.
Other (expense)/income, net
Other (expense)/income, net changed by $(0.2) million with other expense of $(0.1) million for the three months ended June 30, 2026 compared to other income of $0.1 million for the three months ended June 30, 2025, primarily due to exchange rate fluctuation.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table summarizes the results of our operations for the six months ended June 30, 2026 and 2025 (in thousands):
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|  | Six months ended June 30, |  |
|  | 2026 |  | 2025 |  | Change
Collaboration revenue |  | $ | 3,022 |  |  | $ | 2,854 |  |  | $ | 168 |
Total revenues |  | $ | 3,022 |  |  | $ | 2,854 |  |  | $ | 168 |
Operating expenses |  |  |  |  |  |
Research and development |  | $ | 21,945 |  |  | $ | 17,932 |  |  | $ | 4,013 |
General and administrative |  | 15,359 |  | 13,218 |  | 2,141 |
Total operating expenses |  | $ | 37,304 |  |  | $ | 31,150 |  |  | $ | 6,154 |
Loss from operations |  | (34,282) |  |  | (28,296) |  |  | (5,986) |
Other income (expense): |  |  |  |  |  |
Interest income |  | $ | 526 |  |  | $ | 571 |  |  | $ | (45) |
Interest expense |  | (5,796) |  |  | (2,543) |  |  | (3,253) |
Loss on extinguishment of debt |  | (2,383) |  |  | — |  |  | (2,383) |
Change in fair value of derivative liability |  | (1,891) |  |  | — |  |  | (1,891) |
Other (expense) income, net |  | (228) |  |  | 179 |  |  | (407) |
Total Other (expense) income, net |  | $ | (9,772) |  |  | $ | (1,793) |  |  | $ | (7,979) |
Net loss |  | $ | (44,054) |  |  | $ | (30,089) |  |  | $ | (13,965) |

The following table summarizes our research and development expenses by product candidate for the six months ended June 30, 2026 and 2025 (in thousands):

| Six months ended June 30, |  |
| 2026 |  | 2025 |  | Change
OCU400 | $ | 3,520 |  |  | 3,843 |  | 3,843 |  | $ | (323) |
OCU410 and OCU410ST | 3,966 |  |  | 2,295 |  | 2,295 |  | 1,671 |
NeoCart | 218 |  |  | 5 |  | 5 |  | 213 |
COVAXIN | 10 |  |  | — |  | — |  | 10 |
Inhaled mucosal vaccine platform | 79 |  |  | 319 |  | 319 |  | (240) |
OCU200 | 260 |  |  | 400 |  | 400 |  | (140) |
Unallocated costs: |  |  |  |  |
Research and development personnel costs | 10,752 |  |  | 8,106 |  | 8,106 |  | 2,646 |
Facilities and other support costs | 1,675 |  |  | 1,815 |  | 1,815 |  | (140) |
Other | 1,465 |  |  | 1,149 |  | 1,149 |  | 316 |
Total research and development | $ | 21,945 |  | $ | — |  | $ | 17,932 |  | $ | 17,932 |  | $ | 4,013 |

Collaborative arrangement revenue
Collaborative arrangement revenue increased by $0.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to our quarterly reassessment of the amount of co-development services provided by us to the business partner in the collaboration agreement.
Research and development expense
Research and development expense increased by $4.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to an increase of $2.6 million related to personnel costs, and an increase of $1.7 million in OCU410ST clinical trial expenses.
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General and administrative expense
General and administrative expense increased by $2.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to increases of $1.3 million in stock based compensation and $0.8 million in personnel related expenses.
Interest income
The decrease in interest income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was minimal, driven by a lower average cash balance for the quarter ending March 31, 2026.
Interest expense
Interest expense, net increased by $3.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to a $1.4 million increase related to the coupon interest on our debt and on the Convertible Notes issued in May due semi-annually and amortization of the issuance cost of $1.9 million.
Loss on extinguishment of debt
The loss on extinguishment of debt of $2.4 million for the six months ended June 30, 2026, was a result of the payoff of our Avenue Capital Loan.
Change in fair value of derivative liability
The change in fair value of the derivative liability for the six months ended June 30, 2026, was a $1.9 million loss on the fair value of its derivative liability recorded in association with the Convertible Notes.
Other (expense)/income, net
Other (expense)/income, net changed by $(0.4) million with other expense of $(0.2) million for the six months ended June 30, 2026 compared to other income of $0.2 million for the six months ended June 30, 2025, primarily due to exchange rate fluctuation.
Liquidity and Capital Resources
As of June 30, 2026, we had approximately $100.1 million of cash and cash equivalents, along with $0.3 million of restricted cash. To date, we have not generated revenue from our product candidates. Our operations have been financed primarily through the sale of common stock, warrants, convertible notes and other debt instruments, as well as grant funding. Since our inception and through June 30, 2026, we have raised an aggregate $558.4 million to fund our operations, of which $383.7 million was from gross proceeds from the sale of our common stock and warrants, $140.3 million was from the issuance of convertible notes, $33.4 million was from the issuance of indebtedness, $0.8 million was from the royalty agreement and $0.2 million was from grant proceeds.
Since our inception, we have devoted substantial resources to research and development and have incurred significant net losses and may continue to incur net losses in the future. We incurred net losses of approximately $(44.1) million and $(30.1) million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $452.1 million. In addition, we had accounts payable and accrued expenses and other current liabilities of $16.2 million and indebtedness of $116.6 million.
The following table provides a summary of our cash flows for the six months ended June 30, 2026 and 2025 (in thousands):
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| Six months ended June 30,
| 2026 |  | 2025
Net cash used in operating activities | $ | (33,992) |  |  | $ | (30,087) |
Net cash used in investing activities | (27) |  |  | (190) |
Net cash provided by (used in) financing activities | 115,352 |  |  | (1,184) |
Effect of changes in exchange rate on cash and restricted cash | 151 |  |  | (36) |
Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 81,484 |  |  | $ | (31,497) |

In May 2026, we completed a private offering of $130.0 million aggregate principal amount of Convertible Notes, generating net proceeds of approximately $112.5 million after discounts, commissions, and offering expenses. We used approximately $32.7 million of the net proceeds from this offering, to fully repay and terminate our Avenue Capital Loan with the remaining proceeds available for general corporate purposes. The Convertible Notes are general unsecured obligations and bear interest at a rate of 6.75% per year payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Convertible Notes mature on May 15, 2034, unless earlier repurchased, redeemed or converted.
Operating activities
Cash used in operating activities was $34.0 million for the six months ended June 30, 2026, and primarily consisted of a net loss of $44.1 million adjusted for non-cash items including amortization of debt issuance cost of $0.6 million, stock-based compensation of $5.2 million, depreciation and amortization of $1.2 million, non-cash lease expense of $0.6 million, non-cash expense from collaborative arrangements, net of $1.7 million, change in fair value of derivative liability $1.9 million, and loss on extinguishment of debt $2.4 million related to repayment of the Avenue Capital Loan.
Cash used in operating activities was $30.1 million for the six months ended June 30, 2025, and primarily consisted of a net loss of $30.1 million adjusted for non-cash items including stock-based compensation of $3.7 million, non-cash expense from collaborative arrangements, net of $1.8 million, non-cash lease expense of $0.6 million, and depreciation and amortization of $1.8 million.
Investing activities
Cash used in investing activities was $(0.03) million for the six months ended June 30, 2026, and primarily consisted of purchase of fixed assets. Cash used in investing activities was $(0.2) million for the six months ended June 30, 2025, were which primarily consisted of payments related to security deposits and the purchases of property and equipment.
Financing activities
Cash provided by financing activities was $115.4 million for the six months ended June 30, 2026 compared to cash used in financing activities of $1.2 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, cash provided by financing activities increased primarily due to the issuance of Convertible Notes in May 2026, proceeds from the equity offering in January 2026 and exercise of warrants, offset by the repayment of our Avenue Capital Loan and other cost related to the issuance of our Convertible Notes. During the six months ended June 30, 2025, cash used in financing activities primarily consisted of the repayment of EB-5 loans.
Contractual Obligations
We have commitments under certain licensing and development agreements, lease obligations, debt agreements, and consulting agreements. Except in connection with the issuance of Convertible Notes pursuant to the Indenture in May 2026, as described in this Quarterly Report on Form 10-Q, there have been no material changes to our contractual obligations as reported in our 2025 Annual Report.
Funding requirements
We expect to continue to incur significant expenses in connection with our ongoing activities, particularly as we continue research and development, including preclinical and clinical development of our product candidates, prepare to manufacture our product candidates, prepare for the potential commercialization of our product candidates, add operational, financial, and information systems to execute our business plan, maintain, expand, and protect our patent portfolio, explore strategic licensing, acquisition, and collaboration opportunities to expand our product candidate pipeline to support our future growth; expand headcount to support our development, commercialization, and business efforts, and operate as a public company.
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Factors impacting our future funding requirements include, without limitation, the following:
▪the initiation, progress, timing, costs, and results of clinical trials for our product candidates;
▪the preparation and submission of Investigational New Drug applications, or INDs, with the FDA for current and future product candidates;
▪the outcome, timing, and cost of the regulatory approval process for our product candidates;
▪the timing and terms of the conversion of Convertible Notes under the Indenture;
▪the costs of manufacturing and commercialization;
▪the costs related to doing business internationally with respect to the development and commercialization of our product candidates;
▪the cost of filing, prosecuting, defending, and enforcing our patent claims and other intellectual property rights;
▪the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against us;
▪the acquisition of or in-licensing of additional product candidates and technologies;
▪the costs of expanding infrastructure to support our development, commercialization, and business efforts, including the costs related to the development of a laboratory and manufacturing facility;
▪the costs involved in recruiting and retaining skilled personnel;
▪the extent to which we in-license or acquire other products, product candidates, or technologies and out-license our product candidates;
▪the impact of geopolitical turmoil, macroeconomic conditions, social unrest, political instability, terrorism, or other acts of war; and
▪the changes in tariffs and indirect trade restraints, including increased costs associated with global and retaliatory tariff policies.
We have incurred recurring operating losses, generated negative cash flows from operations, and expects to continue to incur significant expenditures to support the research, development, and potential commercialization of its product candidates. We have funded our operations to date through the sale of common stock, warrants to purchase common stock, the issuance of convertible notes and debt, and grant proceeds. We have incurred net losses of approximately $44.1 million and $30.1 million for the six months ended June 30, 2026 and 2025, respectively. We have incurred net losses of approximately $24.9 million and $14.7 million for the three months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $452.1 million and cash and cash equivalents totaling $100.1 million.
In January 2026, we raised approximately $20.7 million in net proceeds through an underwritten registered direct offering of shares of common stock. In March 2026, investors partially exercised outstanding warrants, resulting in $14.2 million in net proceeds. In May 2026, we completed a private offering of $130.0 million aggregate principal amount of Convertible Notes, generating net proceeds of approximately $112.5 million after discounts, commissions, and offering expenses. We used approximately $32.7 million of the net proceeds from this offering to fully repay and terminate the Avenue Capital Loan, with the remaining proceeds available for general corporate purposes.
Management believes these financing transactions strengthened our financial position and, based on our current cash, cash equivalents, and anticipated operating plans, provide us with increased flexibility to fund our operations and strategic priorities. However, management’s going concern assessment requires consideration of all known and reasonably knowable conditions and events through one year from the issuance date of these condensed consolidated financial statements, including our recurring operating losses, expected negative cash flows from operations, future clinical and commercialization expenditures, and obligations and uncertainties related our financing arrangements, including potential settlement and share reservation considerations associated with the convertible notes.
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After evaluating these conditions and management’s plans, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Management continues to evaluate and pursue plans to mitigate these conditions, which may include raising additional capital, managing the timing and scope of operating expenditures, pursuing strategic partnerships or licensing arrangements, and other financing or corporate transactions. There can be no assurance that such plans will be successfully implemented, that additional financing will be available on acceptable terms, or at all, or that we will be able to execute our strategic plans within the required timeframe. If we are unable to obtain additional funding or otherwise successfully execute our plans when needed, we may be required to delay, reduce, or eliminate certain research and development programs and, commercialization activities, consider various strategic alternatives, including a merger or sale, or cease our operations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our condensed consolidated financial statements. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as reported in our 2025 Annual Report except as noted below:
Derivative Liability
During the quarter ended June 30,2026, the Company adopted an accounting policy for derivative liabilities in connection with the issuance of convertible notes containing embedded conversion options that require bifurcation and separate accounting as derivative instruments under ASC 815, Derivatives and Hedging. As this is the first time the Company has entered into transactions containing such features, the adoption of this accounting policy relates to a new type of transaction and does not represent a change in accounting principle.
The Company evaluates the terms of its convertible instruments at issuance and at each reporting date to determine whether embedded conversion features require bifurcation from the host debt instrument. When bifurcation is required, the embedded conversion option is initially recognized as a derivative liability at fair value on the issuance date. The debt host is initially recorded at the residual amount after allocating the proceeds to the derivative liability. The derivative liability is subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations. The debt discount resulting from the initial allocation to the derivative liability is amortized to interest expense over the contractual term of the convertible notes using the effective interest method.
The fair value of the derivative liability is determined using appropriate valuation techniques that incorporate observable market data, when available, and significant unobservable inputs, as necessary. Accordingly, the derivative liability is generally classified within Level 3 of the fair value hierarchy.
Recently Adopted Accounting Pronouncements
For a discussion of recently adopted accounting pronouncements, see Note 2 in the notes to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2026. Based upon this
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evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and (b) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
For a discussion of legal proceedings, see Note 15 in the notes to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
There have been no material changes in our risk factors as previously disclosed in our 2025 Annual Report and in the First Quarter 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or future results.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
During the period covered by this Quarterly Report on Form 10-Q, there were no sales by us of unregistered securities or purchases of equity securities by us that were not previously reported by us in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
On June 5, 2026, Shankar Musunuri, the Chairman of the Board of Directors and Chief Executive Officer of the Company, adopted a Rule 10b5-1 Sales Plan (the "Plan") intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Plan provides, during the term commencing on September 9, 2026 and ending on September 9, 2027, for the potential periodic sale of up to 2,188,783 shares of common stock owned by Dr. Musunuri, directly or indirectly, and for the potential sale from time to time of up to 2,802,208 shares of common stock issuable upon the exercise of options granted to Dr. Musunuri.
No other director or officer, as such term is defined in Rule 16a-1(f) promulgated under the Exchange Act, adopted, and no directors or officers of the Company terminated, any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K, during the quarter ended June 30, 2026.
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Item 6. Exhibits.
The exhibits listed below are filed or furnished in this Quarterly Report on Form 10-Q:

Exhibit |  | Description
4.1 |  | Indenture, dated as of May 7, 2026, between Ocugen, Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026).
4.2 |  | Form of 6.75% Convertible Senior Notes due 2034 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2026).
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 Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1** |  | Certifications of the Chief Executive Officer and Chief Financial 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

_______________________
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Ocugen, Inc.
Dated: August 6, 2026 | /s/ Shankar Musunuri
| Shankar Musunuri, Ph.D., MBA Chairman, Chief Executive Officer, & Co-Founder (Principal Executive Officer)
Dated: August 6, 2026 | Treerita Johnson-Greene
| Treerita Johnson-Greene, MBA Chief Financial Officer (Principal Financial Officer)

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