ocgn-20250630

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, 2025


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

Commission File Number: 001-36751

___________________________________________________________

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________


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

11 Great Valley Parkway

Malvern, Pennsylvania 19355

(Address of principal executive offices, including zip code)

(484) 328-4701

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

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

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.01 per share

OCGN

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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

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

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


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

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

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

As of July 28, 2025 there were 292,304,736 outstanding shares of the registrant's common stock, $0.01 par value per share.

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OCUGEN, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30 , 202 5 and 2024	5
	Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 202 5 and 2024	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 202 5 and 2024	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II—OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
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.

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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 5, 2025 (the "2024 Annual Report") and (ii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 9, 2025 (the "First Quarter 10-Q") include, among other things, statements about:

•our estimates regarding expenses, future revenues, and capital requirements, as well as the timing, availability of, and the need for, additional financing to continue to advance our product candidates;

•our activities with respect to OCU400, OCU410 and OCU410ST, including the results from our ongoing Phase 1/2 trials, our ability to continue dosing patients for our Phase 3 trial for OCU400 for the treatment of retinitis pigmentosa ("RP"), our ability to continue dosing patients for our Phase 2/3 pivotal confirmatory trial for OCU410ST for the treatment of Stargardt disease (“ST”), and our ability to complete pivotal trials;

•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, 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;

•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 regulations, and other relevant regulatory authorities;

•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;

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•our ability to complete the merger and related transactions (as discussed in note 1 below); and

•other matters discussed under the heading "Risk Factors" contained in the 2024 Annual Report, the First Quarter 10-Q, and in 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 our 2024 Annual Report and in our First Quarter 10-Q, particularly under the section titled "Risk Factors," 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 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, 2025		December 31, 2024
Assets
Current assets
Cash	$	27,013	$	58,514
Prepaid expenses and other current assets	5,870		3,168
Total current assets	32,883		61,682
Property and equipment, net	15,445		16,554
Restricted cash	312		307
Other assets	4,954		3,899
Total assets	$	53,594	82,442
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	4,237	$	4,243
Accrued expenses and other current liabilities	12,899		15,500
Operating lease obligations	853		519
Current portion of long term debt	—		1,326
Total current liabilities	17,989		21,588
Non-current liabilities
Operating lease obligations, less current portion	3,945		3,313
Long term debt, net	28,025		27,345
Other non-current liabilities	583		564
Total non-current liabilities	32,553		31,222
Total liabilities	50,542		52,810
Commitments and contingencies (Note 13)
Stockholders' equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized at June 30, 2025 and December 31, 2024

Common stock; $0.01 par value; 390,000,000 shares authorized, 292,313,561 and 291,489,058 shares issued, and 292,192,061 and 291,367,558 shares outstanding at June 30, 2025 and December 31, 2024, respectively	2,924		2,915
Treasury stock, at cost, 121,500 shares at June 30, 2025 and December 31, 2024	(48)		(48)
Additional paid-in capital	370,474		366,938
Accumulated other comprehensive income	12		48
Accumulated deficit	(370,310)		(340,221)
Total stockholders' equity	3,052		29,632
Total liabilities and stockholders' equity	$	53,594	$	82,442

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,
	2025		2024		2025		2024
Collaborative arrangement revenue	$	1,373	$	1,141	$	2,854	$	2,155
Total revenue	1,373		1,141		2,854		2,155
Operating expenses
Research and development	8,402		8,902		17,932		15,728
General and administrative	6,766		7,688		13,218		14,092
Total operating expenses	15,168		16,590		31,150		29,820
Loss from operations	(13,795)		(15,449)		(28,296)		(27,665)
Interest (expense) income, net	(1,058)		173		(1,972)		475
Other income (expense), net	114		(4)		179		(14)
Net loss	$	(14,739)	$	(15,280)	$	(30,089)	$	(27,204)
Other comprehensive income (loss)
Foreign currency translation adjustment	(28)		3		(36)		8
Comprehensive loss	$	(14,767)	$	(15,277)	$	(30,125)	$	(27,196)

Net loss attributable to common shareholders— basic and diluted	(14,739)		(15,259)		(30,089)		(27,157)
Weighted shares used in calculating net loss per common share — basic and diluted	292,067,192		257,353,857		292,032,072		257,293,247
Net loss per share attributable to common shareholders — basic and diluted	$	(0.05)	$	(0.06)	$	(0.10)	$	(0.11)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(21)		—		(47)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745		—		54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(0.38)		—		(0.86)

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)


	Series B Convertible Preferred Stock				Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares		Amount		Shares	Amount
Balance at December 31, 2024	$	—	$	—	291,489,058	$	2,915	$	(48)	$	366,938	$	48	$	(340,221)	$	29,632
Stock-based compensation expense	—		—		—	—		—		1,885		—		—		1,885
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—		—		660,917	7		—		(252)		—		—		(245)
Other comprehensive 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 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

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OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

(in thousands, except share amounts)

(Unaudited)


	Series B Convertible Preferred Stock			Common Stock			Treasury Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	54,745	$	1	256,688,304	$	2,567	$	(48)	$	324,191	$	20	$	(286,167)	$	40,564
Stock-based compensation expense	—	—		—	—		—		1,761		—		—		1,761
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		758,460	8		—		(153)		—		—		(145)
Other comprehensive income (loss)	—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—		—		—		(11,924)		(11,924)
Balance at March 31, 2024	54,745	$	1	257,446,764	$	2,575	$	(48)	$	325,799	$	25	$	(298,091)	$	30,261
Stock-based compensation expense	—	—		—	—		—		1,898		—		—		1,898
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		95,860	1		—		44		—		—		45
Series B convertible preferred stock conversion	(54,745)	(1)		—	—		—		1		—		—		—
Other comprehensive income (loss)	—	—		—	—		—		—		3		—		3
Net loss	—	—		—	—		—		—		—		(15,280)		(15,280)
Balance at June 30, 2024	—	$	—	257,542,624	$	2,576	$	(48)	$	327,742	$	28	$	(313,371)	$	16,927

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,
	2025		2024
Cash flows from operating activities
Net loss	$	(30,089)	$	(27,204)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,836		757
Non-cash interest expense	50		57
Non-cash lease expense	620		229
Non-cash (income) expense from collaborative arrangements, net	(1,766)		1,745
Stock-based compensation expense	3,730		3,659
Other	20		19
Changes in assets and liabilities:
Prepaid expenses and other current assets	(2,708)		567
Accounts payable and accrued expenses	(1,184)		(113)
Lease obligations	(596)		(222)
Net cash used in operating activities	(30,087)		(20,506)
Cash flows from investing activities
Purchases of property and equipment	(59)		(2,865)
Payment of security deposits	(131)		—
Net cash used in investing activities	(190)		(2,865)
Cash flows from financing activities
Payments from issuance of common stock, net	(184)		(100)
Payment of EB-5 Loan	(1,000)		—
Net cash used in financing activities	(1,184)		(100)
Effect of changes in exchange rate on cash and restricted cash	(36)		8
Net decrease in cash and restricted cash	(31,497)		(23,463)
Cash and restricted cash at beginning of period	58,821		39,462
Cash and restricted cash at end of period	$	27,325	$	15,999
Supplemental disclosure of non-cash investing and financing transactions:
Purchases of property and equipment	$	19	$	246
Series B Convertible Preferred Stock reacquisition	$	—	$	1
Right-of-use asset related to operating leases	$	1,353	$	103

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 net losses since inception and 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 $30.1 million and $27.2 million for the Six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had an accumulated deficit of $370.3 million and cash totaling $27.0 million. This amount will not be sufficient to fund the Company's operations over the next 12 months after the date that the condensed consolidated financial statements are issued. Due to the inherent uncertainty involved in making estimates and the risks associated with the research, development, and commercialization of biotechnology products, the Company may have based this estimate on assumptions that may prove to be different than actuals, and the Company's operating plan may change as a result of many factors currently unknown to the Company.

The Company is subject to risks and uncertainties frequently encountered by companies in its industry, and while the Company intends to continue its research, development, and commercialization efforts for its product candidates, the Company will require significant additional funding. If the Company is unable to obtain additional funding in the future and/or its research, development, and commercialization efforts require higher than anticipated capital, there will be a negative impact on the financial viability of the Company. The Company will continue to explore options to fund its operations through public and private placements of equity and/or debt, payments from potential strategic research and development arrangements, sales of assets, licensing and/or collaboration arrangements with pharmaceutical companies or other institutions, funding from the government, particularly for the development of the Company's novel inhaled mucosal vaccine platform, or funding from other third parties. Such financing and funding may not be available at all, or on terms that are favorable to the Company. While Company management believes that it has a plan to fund operations, its plan may not be successfully implemented. If we cannot obtain the necessary funding, we will need to delay, scale back, or eliminate some or all of our research and development programs and commercialization efforts; consider other various strategic alternatives, including a merger or sale; or cease operations. If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and results of operations could be materially adversely affected.

As a result of these factors, together with the anticipated continued spending that will be necessary to continue to research, develop, and commercialize the Company's product candidates, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

Planned Merger of Regenerative Medicine Cell Therapy Platform (including NeoCart) business with Carisma Therapeutics Inc.

On June 22, 2025, we and OrthoCellix, Inc., a Delaware corporation and our wholly-owned subsidiary to which we have contributed the assets related to our NeoCart product candidate (“OrthoCellix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Ocugen, OrthoCellix, Carisma Therapeutics Inc., a Delaware corporation (“Carisma”) and Azalea Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Carisma (“Merger Sub”).

Pursuant to the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OrthoCellix (the “Merger”), with OrthoCellix continuing as a wholly owned subsidiary of Carisma and the surviving company of the Merger. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per share, of OrthoCellix (“OrthoCellix Common Stock”), issued and outstanding (other than shares of OrthoCellix Common Stock (a) held as treasury stock, (b) owned, directly or indirectly, by Carisma or Merger Sub immediately prior to the Effective Time or (c) as to which appraisal rights have been properly exercised in accordance with Delaware law) shall be converted into and become

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exchangeable for the right to receive a number of shares of Carisma Common Stock, based on a ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”).

Under the terms of the Merger Agreement, upon the closing of the proposed transactions and after giving effect to the contemplated $25.0 million private financing with Ocugen and other select investors, whereby Ocugen will purchase not less than $5.0 million of shares of Carisma’s common stock, par value $0.001 per share (“Carisma Common Stock”), which is expected to close concurrently with the completion of the merger (the “Concurrent Financing”), It is estimated that Ocugen will own more than 50% of the combined company, on a fully diluted basis, and will continue to consolidate OrthoCellix. The percentage of the combined company that each company’s former stockholders will own after completion of the merger is subject to adjustment based on Carisma’s net cash at the closing and the proceeds from the Concurrent Financing, among other adjustments, in each case as described in the Merger Agreement.

As part of the proposed transaction, Ocugen is expected to enter into a transition services agreement with OrthoCellix pursuant to which Ocugen will provide, or cause its affiliates to provide, OrthoCellix with certain services to help facilitate an orderly transition of the NeoCart program. Ocugen is also expected to enter a Manufacturing and Supply Agreement with OrthoCellix for the manufacturing of NeoCart.

To complete the Merger, Carisma’s stockholders must approve the transactions contemplated under the Merger Agreement and Ocugen, as the sole stockholder of OrthoCellix, must adopt the Merger Agreement and approve the Merger and the related transactions contemplated by the Merger Agreement. Additionally, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived. The Merger will become effective upon the filing of the Certificate of Merger (as defined in the Merger Agreement) or at such later date as is agreed by Carisma and OrthoCellix and specified in the Certificate of Merger. Neither Carisma nor OrthoCellix can predict the exact timing of the consummation of the Merger. After the Merger is complete, Carisma will change its name to OrthoCellix and will operate as a public company. As noted above, it is expected that Ocugen will control OrthoCellix and will consolidate OrthoCellix into its financial statements. Subject to the conditions above, the Merger is expected to close in the fourth quarter of 2025.

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 GAAP and under the rules and regulations of the United States Securities and Exchange Commission ("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, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2025 (the "2024 Annual Report"). The condensed consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Revision to Previously Reported Unaudited Financial Statements

As previously disclosed in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024, the Company concluded to revise its financial statements to treat the Series B Convertible Preferred Stock as a second class of common stock for purposes of presenting earnings per share. In accordance with the guidance in ASC 260, equity classified shares of stock need to be assessed to determine if they are preferred stock or are in substance common shares and therefore represent a second class of common shares. The rights of the Series B Convertible Preferred Stock were substantially equivalent to common shares and they did not have any material preferential rights compared to common shares. As such, the Company concluded that it should have considered the Series B Convertible Preferred Stock to be a second class of common stock for purposes of presenting earnings per share under the two-class method. Additionally, for the three and six months ended June 30, 2024, the Company previously reduced the net loss attributable to common shareholders by a deemed dividend of $4,988 thousand related to the reacquisition by the Company of the Series B Convertible Preferred Stock. This adjustment should not

SEC Form 10-Q filed by Ocugen Inc.