ocgn-20230630

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, 2023


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

Commission File Number: 001-36751

___________________________________________________________

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________


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

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(Address of principal executive offices, including zip code)

(484) 328-4701

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

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

Title of each class

Trading
symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.01 per share

OCGN

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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

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

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


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

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

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

As of August 14, 2023, there were 256,488,914 outstanding shares of the registrant's common stock, $0.01 par value per share.


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of J une 30 , 2023 and December 31, 2022	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30 , 2023 and 2022	5
	C ondensed Consolidated Statements of Stockholders' Equity for the three a n d six months ended June 30 , 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2023 and 2022	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II—OTHER INFORMATION		28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	30
Signatures		31


	June 30, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	70,578	$	77,563
Marketable securities	—		13,371
Prepaid expenses and other current assets	2,874		7,558
Total current assets	73,452		98,492
Property and equipment, net	11,720		6,053
Other assets	3,804		4,087
Total assets	$	88,976	$	108,632
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3,881	$	8,062
Accrued expenses and other current liabilities	7,787		9,900
Operating lease obligations	526		498
Current portion of long term debt	1,266		—
Total current liabilities	13,460		18,460
Non-current liabilities
Operating lease obligations, less current portion	3,308		3,587
Long term debt, net	1,472		2,289
Other non-current liabilities	455		244
Total non-current liabilities	5,235		6,120
Total liabilities	18,695		24,580
Commitments and contingencies (Note 13)
Stockholders' equity
Convertible preferred stock; $0.01 par value; 10,000,000 shares authorized at June 30, 2023 and December 31, 2022
Series A; zero shares issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Series B; 54,745 shares issued and outstanding at June 30, 2023 and December 31, 2022	1		1
Common stock; $0.01 par value; 295,000,000 shares authorized, 256,608,552 and 221,721,182 shares issued, and 256,487,052 and 221,599,682 shares outstanding at June 30, 2023 and December 31, 2022, respectively	2,566		2,217
Treasury stock, at cost, 121,500 shares at June 30, 2023 and December 31, 2022	(48)		(48)
Additional paid-in capital	320,181		294,874
Accumulated other comprehensive income	22		26
Accumulated deficit	(252,441)		(213,018)
Total stockholders' equity	70,281		84,052
Total liabilities and stockholders' equity	$	88,976	$	108,632


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Operating expenses
Research and development	$	14,169	$	9,007	$	23,727	$	16,922
General and administrative	9,564		10,558		17,757		20,677
Total operating expenses	23,733		19,565		41,484		37,599
Loss from operations	(23,733)		(19,565)		(41,484)		(37,599)
Other income (expense), net	808		94		2,061		109
Net loss	$	(22,925)	$	(19,471)	$	(39,423)	$	(37,490)
Other comprehensive income (loss)
Foreign currency translation adjustment	(2)		10		(3)		10
Unrealized gain (loss) on marketable securities	(1)		—		(1)		—
Comprehensive loss	$	(22,928)	$	(19,461)	$	(39,427)	$	(37,480)

Shares used in calculating net loss per common share — basic and diluted	238,311,498		215,862,977		231,952,888		210,806,330
Net loss per share of common stock — basic and diluted	$	(0.10)	$	(0.09)	$	(0.17)	$	(0.18)


	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2022	—	$	—	54,745	$	1	221,721,182	$	2,217	$	(48)	$	294,874	$	26	$	(213,018)	$	84,052
Stock-based compensation expense	—	—		—	—		—	—		—		2,689		—		—		2,689
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		348,555	3		—		(4)		—		—		(1)
Issuance of common stock for capital raises, net	—	—		—	—		4,478,956	45		—		5,514		—		—		5,559
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		(1)		—		(1)
Net loss	—	—		—	—		—	—		—		—		—		(16,498)		(16,498)
Balance at March 31, 2023	—	$	—	54,745	$	1	226,548,693	$	2,265	$	(48)	$	303,073	$	25	$	(229,516)	$	75,800
Stock-based compensation expense	—	—		—	—		—	—		—		2,632		—		—		2,632
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		59,859	1		—		9		—		—		10
Issuance of common stock for capital raises, net	—	—		—	—		30,000,000	300		—		14,467		—		—		14,767
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		(3)		—		(3)
Net loss	—	—		—	—		—	—		—		—		—		(22,925)		(22,925)
Balance at June 30, 2023	—	$	—	54,745	$	1	256,608,552	$	2,566	$	(48)	$	320,181	$	22	$	(252,441)	$	70,281


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	76,564	$	999	$	—	$	77,563
Marketable securities
U.S. government agency securities and treasuries	—		7,433		—		7,433
Commercial paper	—		5,938		—		5,938
Total assets	$	76,564	$	14,370	$	—	$	90,934


	As of December 31, 2022
	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government agency securities and treasuries	$	7,432	$	1	$	—	$	7,433
Commercial paper	5,938		—		—		5,938
Total marketable securities	$	13,370	$	1	$	—	$	13,371


	June 30, 2023		December 31, 2022
Furniture and fixtures	$	337	$	337
Machinery and equipment	1,557		1,685
Leasehold improvements	2,023		1,603
Construction in progress	8,696		3,049
Total property and equipment	12,613		6,674
Less: accumulated depreciation	(893)		(621)
Total property and equipment, net	$	11,720	$	6,053


For the years ending December 31,	Amount
Remainder of 2023	$	384
2024	787
2025	810
2026	834
2027	834
Thereafter	978
Total	$	4,627
Less: present value adjustment	(793)
Present value of minimum lease payments	$	3,834


	June 30, 2023		December 31, 2022
Principal outstanding	$	2,500	$	2,000
Plus: accrued interest	350		307
Less: unamortized debt issuance costs	(112)		(18)
Carrying value, net	2,738		2,289
Less: current portion of long term debt	(1,266)		—
Long term debt, net of current portion	$	1,472	$	2,289


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Stock options outstanding at December 31, 2022	10,851,287	$	2.95	8.3	$	1,385
Granted	4,722,889	$	1.07
Exercised	(240,000)	$	0.41
Forfeited	(1,195,241)	$	2.63
Stock options outstanding at June 30, 2023	14,138,935	$	2.40	8.4	$	236
Stock options exercisable at June 30, 2023	6,465,712	$	2.70	7.6	$	176


	Number of Shares	Weighted Average Grant Date Fair Value
RSUs outstanding at December 31, 2022	924,810	$	4.12
Granted	3,186,442	$	1.20
Vested	(245,758)	$	4.44
Forfeited	(418,671)	$	1.83
RSUs outstanding at June 30, 2023	3,446,823	$	1.68

SEC Form 10-Q filed by Ocugen Inc.