0001628280-24-016378 | 10-K | XBRL Viewer

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

Stock-based compensation expense for stock options and RSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year ended December 31,
	2023		2022
General and administrative	$	6,876	$	7,777
Research and development	2,341		2,764
Total	$	9,217	$	10,541

Schedule of Weighted Average Assumptions Utilized in Fair Value

The assumptions utilized in the fair value calculations for stock options as of December 31, 2023 and 2022 were as follows:


	Year ended December 31,
	2023	2022
Weighted average expected option term (years)	5.9	5.9
Range of expected stock price volatility	103% – 109%	106% – 110%
Weighted average expected stock price volatility	106%	107%
Range of risk-free interest rate	3.5% – 4.4%	1.4% – 4.2%
Expected dividend rate	0%	0%

Schedule of Stock Option Activity

The following table summarizes the 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, 2022	10,851,287	$	2.95	8.30	$	1,385
Granted	5,042,621	1.03			2
Exercised	(295,000)	0.40			168
Forfeited	(2,437,680)	2.37			9
Options outstanding at December 31, 2023	13,161,228	$	2.38	7.86	$	337
Options exercisable at December 31, 2023	6,578,928	$	2.74	7.12	$	204

Schedule of RSU Activity

The following table summarizes the RSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value (In Thousands)
RSUs outstanding at December 31, 2022	924,810	$	4.12	$	1,202
Granted	3,389,933	1.15		3,910
Vested	(281,119)	4.31		299
Forfeited	(1,050,963)	1.55		651
RSUs outstanding at December 31, 2023	2,982,661	$	1.63	$	1,715

Restatement of Previously Issued Consolidated Financial Statements

12 Months Ended

Dec. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Consolidated Financial Statements

In connection with the preparation of the Company's Consolidated Financial Statements as of and for the fiscal year ended December 31, 2023, the Company discovered that in the current fiscal year and prior years it had not appropriately accounted for its collaboration arrangements, including the determination of the transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received and recognized as research and development expense. The Company also corrected the presentation of the revenue previously recognized within Other income (expense), net to Collaborative arrangement revenue in its Consolidated Statements of Operations and Comprehensive Loss.

The misstatements were material to the Company's previously issued financial statements and as a result, the Company has restated its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders' Equity, and Consolidated Statements of Cash Flows as of and for the fiscal year ended December 31, 2022. The restatement includes adjustments to Collaborative arrangement revenue, Research and development expenses, Other income (expense), net and Accrued expenses and other current liabilities during the impacted periods. The Company has also corrected certain other identified immaterial errors that were identified during the impacted periods impacting Research and development expenses, General and administrative expenses, and Accrued expenses and other current liabilities.

The impact of the correction of the misstatements is summarized below (in thousands):


	As of December 31, 2022
Corrected Consolidated Balance Sheets	As previously reported		Adjustment		As Restated
Accrued expenses and other liabilities	$	9,900	$	10,071	$	19,971
Total current liabilities	18,460		10,071		28,531
Total liabilities	24,580		10,071		34,651
Accumulated deficit	(213,018)		(10,071)		(223,089)
Total stockholders' equity	84,052		(10,071)		73,981


	For the Fiscal Year Ended December 31, 2022
Corrected Consolidated Statements of Operations and Comprehensive Loss	As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	2,488	$	2,488
Total revenue	—		2,488	2,488
Research and Development	49,757		6,402	56,159
General and administrative	35,111		289	35,400
Total operating expenses	84,868		6,691	91,559
Loss from operations	(84,868)		(4,203)	(89,071)
Other income (expense), net	3,517		(1,250)	2,267
Net loss	(81,351)		(5,453)	(86,804)
Comprehensive loss	(81,325)		(5,453)	(86,778)
Net loss per share of common stock - basic and diluted	$	(0.38)	(0.02)	$	(0.40)


	For the Fiscal Year Ended December 31, 2022
Corrected Consolidated Statements of Cash Flows	As previously reported		Adjustment		As Restated
Net loss	$	(81,351)	$	(5,453)	$	(86,804)
Non-cash (income) expense from collaborative arrangements, net	—		6,603		6,603
Other	479		(1,150)		(671)
Net cash used in operating activities	(60,079)		—		(60,079)


	Accumulated Deficit						Total Stockholder Equity
Corrected Consolidated Statements of Stockholders' Equity	As previously reported		Adjustment		As Restated		As previously reported		Adjustment		As Restated
Balance at December 31, 2021	$	(131,667)	$	(4,618)	$	(136,285)	$	95,818	$	(4,618)	$	91,200
Stock-based compensation expense	—		—		—		10,541		—		10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—		—		—		1,262		—		1,262
Issuance of common stock for capital raises, net	—		—		—		57,756		—		57,756
Series A convertible preferred stock conversion	—		—		—		—		—		—
Other comprehensive income (loss)	—		—		—		26		—		26
Net Loss	(81,351)		(5,453)		(86,804)		(81,351)		(5,453)		(86,804)
Balance at December 31, 2022	$	(213,018)	$	(10,071)	$	(223,089)	$	84,052	$	(10,071)	$	73,981

All referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a restated basis.

Restatement of Interim Financial Information (Unaudited)

The Company has restated its unaudited Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Equity, and Condensed Consolidated Statements of Cash Flows for the quarterly and year to date periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023. The restated impact of the correction of the misstatements is summarized below (in thousands):


	As of March 31, 2023					As of March 31, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	68,259	—	$	68,259	$	129,771	—	$	129,771
Marketable securities	8,462		—	8,462		—		—	—
Prepaid expenses and other current assets	7,680		—	7,680		8,256		—	8,256
Total current assets	84,401		—	84,401		138,027		—	138,027
Property and equipment, net	7,952		—	7,952		1,921		—	1,921
Restricted cash	—		—	—		151		—	151
Other assets	3,946		—	3,946		1,628		—	1,628
Total assets	$	96,299	—	$	96,299	$	141,727	—	$	141,727
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	8,092	—	$	8,092	$	3,896	—	$	3,896
Accrued expenses and other current liabilities	5,823		10,899	16,722		3,537		5,614	9,151
Operating lease obligations	512		—	512		254		—	254
Current portion of long term debt	1,256		—	1,256		—		—	—
Total current liabilities	15,683		10,899	26,582		7,687		5,614	13,301
Non-current liabilities
Operating lease obligations, less current portion	3,449		—	3,449		1,180		—	1,180
Long term debt, net	1,058		—	1,058		1,731		—	1,731
Other non-current liabilities	309		—	309		—		—	—
Total non-current liabilities	4,816		—	4,816		2,911		—	2,911
Total liabilities	20,499		10,899	31,398		10,598		5,614	16,212
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,265		—	2,265		2,158		—	2,158
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	303,073		—	303,073		278,704		—	278,704
Accumulated other comprehensive income	25		—	25		—		—	—
Accumulated deficit	(229,516)		(10,899)	(240,415)		(149,686)		(5,614)	(155,300)
Total stockholders' equity	75,800		(10,899)	64,901		131,129		(5,614)	125,515
Total liabilities and stockholders' equity	$	96,299	—	$	96,299	$	141,727	—	$	141,727


	As of June 30, 2023					As of June 30, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	70,578	—	$	70,578	$	115,005	—	$	115,005
Marketable securities	—		—	—		—		—	—
Prepaid expenses and other current assets	2,874		—	2,874		7,564		—	7,564
Total current assets	73,452		—	73,452		122,569		—	122,569
Property and equipment, net	11,720		—	11,720		3,153		—	3,153
Other assets	3,804		—	3,804		4,366		—	4,366
Total assets	$	88,976	—	$	88,976	$	130,088	—	$	130,088
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3,881	—	$	3,881	$	5,921	—	$	5,921
Accrued expenses and other current liabilities	7,787		11,039	18,826		4,103		7,625	11,728
Operating lease obligations	526		—	526		314		—	314
Current portion of long term debt	1,266		—	1,266		—		—	—
Total current liabilities	13,460		11,039	24,499		10,338		7,625	17,963
Non-current liabilities
Operating lease obligations, less current portion	3,308		—	3,308		3,892		—	3,892
Long term debt, net	1,472		—	1,472		1,750		—	1,750
Other non-current liabilities	455		—	455		—		—	—
Total non-current liabilities	5,235		—	5,235		5,642		—	5,642
Total liabilities	18,695		11,039	29,734		15,980		7,625	23,605
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,566		—	2,566		2,163		—	2,163
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	320,181		—	320,181		281,139		—	281,139
Accumulated other comprehensive income	22		—	22		10		—	10
Accumulated deficit	(252,441)		(11,039)	(263,480)		(169,157)		(7,625)	(176,782)
Total stockholders' equity	70,281		(11,039)	59,242		114,108		(7,625)	106,483
Total liabilities and stockholders' equity	$	88,976	—	$	88,976	$	130,088	—	$	130,088


	As of September 30, 2023					As of September 30, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	53,477	—	$	53,477	$	101,602	—	$	101,602
Marketable securities	—		—	—		—		—	—
Prepaid expenses and other current assets	3,081		—	3,081		5,895		—	5,895
Total current assets	56,558		—	56,558		107,497		—	107,497
Property and equipment, net	14,469		—	14,469		4,517		—	4,517
Other assets	3,660		—	3,660		4,225		—	4,225
Total assets	$	74,687	—	$	74,687	$	116,239	—	$	116,239
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	2,921	—	$	2,921	$	6,460	—	$	6,460
Accrued expenses and other current liabilities	6,399		8,594	14,993		8,004		9,616	17,620
Operating lease obligations	540		—	540		443		—	443
Current portion of long term debt	1,276		—	1,276		—		—	—
Total current liabilities	11,136		8,594	19,730		14,907		9,616	24,523
Non-current liabilities
Operating lease obligations, less current portion	3,164		—	3,164		3,764		—	3,764
Long term debt, net	1,495		—	1,495		2,265		—	2,265
Other non-current liabilities	497		—	497		—		—	—
Total non-current liabilities	5,156		—	5,156		6,029		—	6,029
Total liabilities	16,292		8,594	24,886		20,936		9,616	30,552
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,566		—	2,566		2,168		—	2,168
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	322,452		—	322,452		284,231		—	284,231
Accumulated other comprehensive income	27		—	27		30		—	30
Accumulated deficit	(266,603)		(8,594)	(275,197)		(191,079)		(9,616)	(200,695)
Total stockholders' equity	58,395		(8,594)	49,801		95,303		(9,616)	85,687
Total liabilities and stockholders' equity	$	74,687	—	$	74,687	$	116,239	—	$	116,239


	For the Three Months Ended
	March 31, 2023					March 31, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	443	$	443	$	—	500	$	500
Total revenue	—		443	443		—		500	500
Operating expenses
Research and development	9,558		614	10,172		7,915		1,478	9,393
General and administrative	8,193		113	8,306		10,119		18	10,137
Total operating expenses	17,751		727	18,478		18,034		1,496	19,530
Loss from operations	(17,751)		(284)	(18,035)		(18,034)		(996)	(19,030)
Other income (expense), net	1,253		(544)	709		15		—	15
Net loss	$	(16,498)	(828)	$	(17,326)	$	(18,019)	(996)	$	(19,015)
Other comprehensive income (loss)
Foreign currency translation adjustment	(1)		—	(1)		—		—	—
Comprehensive loss	$	(16,499)	(828)	$	(17,327)	$	(18,019)	(996)	$	(19,015)

Shares used in calculating net loss per common share — basic and diluted	225,523,627		—	225,523,627		205,693,498		—	205,693,498
Net loss per share of common stock — basic and diluted	$	(0.07)	(0.01)	$	(0.08)	$	(0.09)	—	$	(0.09)


	For the Three Months Ended
	June 30, 2023					June 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	485	$	485	$	—	643	$	643
Total revenue	—		485	485		—		643	643
Operating expenses
Research and development	14,169		405	14,574		9,007		2,595	11,602
General and administrative	9,564		(113)	9,451		10,558		59	10,617
Total operating expenses	23,733		292	24,025		19,565		2,654	22,219
Loss from operations	(23,733)		193	(23,540)		(19,565)		(2,011)	(21,576)
Other income (expense), net	808		(333)	475		94		—	94
Net loss	$	(22,925)	(140)	$	(23,065)	$	(19,471)	(2,011)	$	(21,482)
Other comprehensive income (loss)
Foreign currency translation adjustment	(2)		—	(2)		10		—	10
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(22,928)	(140)	$	(23,068)	$	(19,461)	(2,011)	$	(21,472)

Shares used in calculating net loss per common share — basic and diluted	238,311,498		—	238,311,498		215,862,977		—	215,862,977
Net loss per share of common stock — basic and diluted	$	(0.10)	—	$	(0.10)	$	(0.09)	(0.01)	$	(0.10)


	For the Six Months Ended
	June 30, 2023					June 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	928	$	928	$	—	1,143	$	1,143
Total revenue	—		928	928		—		1,143	1,143
Operating expenses
Research and development	23,727		1,019	24,746		16,922		4,073	20,995
General and administrative	17,757		—	17,757		20,677		77	20,754
Total operating expenses	41,484		1,019	42,503		37,599		4,150	41,749
Loss from operations	(41,484)		(91)	(41,575)		(37,599)		(3,007)	(40,606)
Other income (expense), net	2,061		(877)	1,184		109		—	109
Net loss	$	(39,423)	(968)	$	(40,391)	$	(37,490)	(3,007)	$	(40,497)
Other comprehensive income (loss)
Foreign currency translation adjustment	(3)		—	(3)		10		—	10
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(39,427)	(968)	$	(40,395)	$	(37,480)	(3,007)	$	(40,487)

Shares used in calculating net loss per common share — basic and diluted	231,952,888		—	231,952,888		210,806,330		—	210,806,330
Net loss per share of common stock — basic and diluted	$	(0.17)	—	$	(0.17)	$	(0.18)	(0.01)	$	(0.19)


	For the Three Months Ended
	September 30, 2023					September 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	3,699	$	3,699	$	—	466	$	466
Total revenue	—		3,699	3,699		—		466	466
Operating expenses
Research and development	6,342		706	7,048		15,622		2,315	17,937
General and administrative	9,082		—	9,082		7,497		142	7,639
Total operating expenses	15,424		706	16,130		23,119		2,457	25,576
Loss from operations	(15,424)		2,993	(12,431)		(23,119)		(1,991)	(25,110)
Other income (expense), net	1,262		(548)	714		1,197		—	1,197
Net loss	$	(14,162)	2,445	$	(11,717)	$	(21,922)	(1,991)	$	(23,913)
Other comprehensive income (loss)
Foreign currency translation adjustment	5		—	5		20		—	20
Unrealized gain (loss) on marketable securities	—		—	—		—		—	—
Comprehensive loss	$	(14,157)	2,445	$	(11,712)	$	(21,902)	(1,991)	$	(23,893)

Shares used in calculating net loss per common share — basic and diluted	256,492,558		—	256,492,558		216,591,011		—	216,591,011
Net loss per share of common stock — basic and diluted	$	(0.06)	0.01	$	(0.05)	$	(0.10)	(0.01)	$	(0.11)


	For the Nine Months Ended
	September 30, 2023					September 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	4,627	$	4,627	$	—	1,609	$	1,609
Total revenue	—		4,627	4,627		—		1,609	1,609
Operating expenses
Research and development	30,069		1,725	31,794		32,544		6,388	38,932
General and administrative	26,839		—	26,839		28,174		219	28,393
Total operating expenses	56,908		1,725	58,633		60,718		6,607	67,325
Loss from operations	(56,908)		2,902	(54,006)		(60,718)		(4,998)	(65,716)
Other income (expense), net	3,323		(1,425)	1,898		1,306		—	1,306
Net loss	$	(53,585)	1,477	$	(52,108)	$	(59,412)	(4,998)	$	(64,410)
Other comprehensive income (loss)
Foreign currency translation adjustment	2		—	2		30		—	30
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(53,584)	1,477	$	(52,107)	$	(59,382)	(4,998)	$	(64,380)

Shares used in calculating net loss per common share — basic and diluted	240,222,667		—	240,222,667		212,755,746		—	212,755,746
Net loss per share of common stock — basic and diluted	$	(0.22)	—	$	(0.22)	$	(0.28)	(0.02)	$	(0.30)


	For the Nine Months Ended September 30, 2022
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2021 (As Reported)	7	$	—	54,745	$	1	199,502,183	$	1,995	$	(48)	$	225,537	$	—	$	(131,667)	$	95,818
Stock-based compensation expense	—	—		—	—		—	—		—		3,299		—		—		3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		277,323	3		—		177		—		—		180
Issuance of common stock for capital raises, net	—	—		—	—		15,973,420	160		—		49,691		—		—		49,851
Net loss	—	—		—	—		—	—		—		—		—		(18,019)		(18,019)
Balance March 31, 2022 (As Reported)	7	$	—	54,745	$	1	215,752,926	$	2,158	$	(48)	$	278,704	$	—	$	(149,686)	$	131,129
Stock-based compensation expense	—	—		—	—		—	—		—		2,079		—		—		2,079
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		515,221	5		—		356		—		—		361
Series A convertible preferred stock conversion	(7)	—		—	—		3,115	—		—		—		—		—		—
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		10		—		10
Net loss	—	—		—	—		—	—		—		—		—		(19,471)		(19,471)
Balance June 30, 2022 (As Reported)	—	$	—	54,745	$	1	216,271,262	$	2,163	$	(48)	$	281,139	$	10	$	(169,157)	$	114,108
Stock-based compensation expense	—	—		—	—		—	—		—		2,495		—		—		2,495
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		538,675	5		—		597		—		—		602
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		20		—		20
Net loss	—	—		—	—		—	—		—		—		—		(21,922)		(21,922)
Balance September 30, 2022 (As Reported)	—	$	—	54,745	$	1	216,809,937	$	2,168	$	(48)	$	284,231	$	30	$	(191,079)	$	95,303


	For the Nine Months Ended September 30, 2022
	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
Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments	Shares	Amount	Shares	Amount	Shares	Amount
Balance December 31, 2021	—	—	—	—	—	—	—	—	—	$	(4,618)	$	(4,618)
Net loss	—	—	—	—	—	—	—	—	—	(996)		(996)
Balance March 31, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(5,614)	$	(5,614)
Net loss	—	—	—	—	—	—	—	—	—	(2,011)		(2,011)
Balance June 30, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(7,625)	$	(7,625)
Net loss	—	—	—	—	—	—	—	—	—	(1,991)		(1,991)
Balance at September 30, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(9,616)	$	(9,616)


	For the Nine Months Ended September 30, 2022
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2021 (As Restated)	7	$	—	54,745	$	1	199,502,183	$	1,995	$	(48)	$	225,537	$	—	$	(136,285)	$	91,200
Stock-based compensation expense	—	—		—	—		—	—		—		3,299		—		—		3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		277,323	3		—		177		—		—		180
Issuance of common stock for capital raises, net	—	—		—	—		15,973,420	160		—		49,691		—		—		49,851
Net loss	—	—		—	—		—	—		—		—		—		(19,015)		(19,015)
Balance March 31, 2022 (As Restated)	7	$	—	54,745	$	1	215,752,926	$	2,158	$	(48)	$	278,704	$	—	$	(155,300)	$	125,515
Stock-based compensation expense	—	—		—	—		—	—		—		2,079		—		—		2,079
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		515,221	5		—		356		—		—		361
Series A convertible preferred stock conversion	(7)	—		—	—		3,115	—		—		—		—		—		—
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		10		—		10
Net loss	—	—		—	—		—	—		—		—		—		(21,482)		(21,482)
Balance June 30, 2022 (As Restated)	—	—		54,745	1		216,271,262	2,163		(48)		281,139		10		(176,782)		106,483
Stock-based compensation expense	—	—		—	—		—	—		—		2,495		—		—		2,495
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		538,675	5		—		597		—		—		602
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		20		—		20
Net loss	—	—		—	—		—	—		—		—		—		(23,913)		(23,913)
Balance September 30, 2022 (As Restated)	—	$	—	54,745	$	1	216,809,937	$	2,168	$	(48)	$	284,231	$	30	$	(200,695)	$	85,687


	For the Nine Months Ended September 30, 2023
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2022 (As Reported)	—	$	—	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 March 31, 2023 (As Reported)	—	$	—	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 June 30, 2023 (As Reported)	—	$	—	54,745	$	1	256,608,552	$	2,566	$	(48)	$	320,181	$	22	$	(252,441)	$	70,281
Stock-based compensation expense	—	—		—	—		—	—		—		2,174		—		—		2,174
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		12,935	—		—		97		—		—		97
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—	—		—		—		—		(14,162)		(14,162)
Balance September 30, 2023 (As Reported)	—	$	—	54,745	$	1	256,621,487	$	2,566	$	(48)	$	322,452	$	27	$	(266,603)	$	58,395


	For the Nine Months Ended September 30, 2023
	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
Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments	Shares	Amount	Shares	Amount	Shares	Amount
Balance December 31, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(10,071)	$	(10,071)
Net loss	—	—	—	—	—	—	—	—	—	(828)		(828)
Balance March 31, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(10,899)	$	(10,899)
Net loss	—	—	—	—	—	—	—	—	—	(140)		(140)
Balance June 30, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(11,039)	$	(11,039)
Net loss	—	—	—	—	—	—	—	—	—	2,445		2,445
Balance at September 30, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(8,594)	$	(8,594)


	For the Nine Months Ended September 30, 2023
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2022 (As Restated)	—	$	—	54,745	$	1	221,721,182	$	2,217	$	(48)	$	294,874	$	26	$	(223,089)	$	73,981
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	—	—		—	—		—	—		—		—		—		(17,326)		(17,326)
Balance March 31, 2023 (As Restated)	—	$	—	54,745	$	1	226,548,693	$	2,265	$	(48)	$	303,073	$	25	$	(240,415)	$	64,901
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	—	—		—	—		—	—		—		—		—		(23,065)		(23,065)
Balance June 30, 2023 (As Restated)	—	$	—	54,745	$	1	256,608,552	$	2,566	$	(48)	$	320,181	$	22	$	(263,480)	$	59,242
Stock-based compensation expense	—	—		—	—		—	—		—		2,174		—		—		2,174
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		12,935	—		—		97		—		—		97
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—	—		—		—		—		(11,717)		(11,717)
Balance September 30, 2023 (As Restated)	—	$	—	54,745	$	1	256,621,487	$	2,566	$	(48)	$	322,452	$	27	$	(275,197)	$	49,801


	Three months ended March 31,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(16,498)	(828)	$	(17,326)	$	(18,019)	(996)	$	(19,015)
Adjustments to reconcile net loss to net cash used in operating activities:			—	—				—	—
Depreciation and amortization expense	174		—	174		76		—	76
Amortization (accretion) on marketable securities	(143)		—	(143)		—		—	—
Non-cash interest expense	24		—	24		19		—	19
Non-cash lease expense	131		—	131		179		—	179
Non-cash (income) expense from collaborative arrangements, net	—		1,008	1,008		—		996	996
Stock-based compensation expense	2,689		—	2,689		3,299		—	3,299
Other	352		—	352		—		—	—
Changes in assets and liabilities:
Prepaid expenses and other current assets	(60)		—	(60)		(575)		—	(575)
Accounts payable and accrued expenses	(4,784)		(180)	(4,964)		131		—	131
Lease obligations	(125)		—	(125)		(176)		—	(176)
Net cash used in operating activities	(18,240)		—	(18,240)		(15,066)		—	(15,066)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	9,000		—	9,000		—		—	—
Purchases of property and equipment	(1,612)		—	(1,612)		(223)		—	(223)
Net cash provided by (used in) investing activities	3,441		—	3,441		(223)		—	(223)
Cash flows from financing activities
Proceeds from issuance of common stock, net	5,731		—	5,731		50,177		—	50,177
Payment of equity issuance costs	(173)		—	(173)		(75)		—	(75)
Payments of debt issuance costs	(62)		—	(62)		—		—	—
Net cash provided by financing activities	5,496		—	5,496		50,102		—	50,102
Effect of changes in exchange rate on cash and cash equivalents	(1)		—	(1)		—		—	—
Net (decrease) in cash, cash equivalents, and restricted cash	(9,304)		—	(9,304)		34,813		—	34,813
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash, cash equivalents, and restricted cash at end of period	$	68,259	—	$	68,259	$	129,922	—	$	129,922
Supplemental disclosure of non-cash investing and financing transactions:
Purchase of property and equipment	$	1,119	—	$	1,119	$	611	—	$	611
Equity issuance costs	$	—	—	$	—	$	71	—	$	71


	Six months ended June 30,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(39,423)	(968)	$	(40,391)	$	(37,490)	(3,007)	$	(40,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	348		—	348		166		—	166
Amortization (accretion) on marketable securities	(182)		—	(182)		—		—	—
Non-cash interest expense	54		—	54		38		—	38
Non-cash lease expense	265		—	265		334		—	334
Non-cash (income) expense from collaborative arrangements, net	—		1,392	1,392		—		3,007	3,007
Stock-based compensation expense	5,321		—	5,321		5,378		—	5,378
Impairment of advance for COVAXIN supply	4,074		—	4,074		—		—	—
Loss on disposal of fixed assets related to COVAXIN	363		—	363		—		—	—
Other	439		—	439		—		—	—
Changes in assets and liabilities:
Prepaid expenses and other current assets	572		—	572		132		—	132
Accounts payable and accrued expenses	(8,625)		(424)	(9,049)		2,844		—	2,844
Lease obligations	(252)		—	(252)		(265)		—	(265)
Net cash used in operating activities	(37,046)		—	(37,046)		(28,863)		—	(28,863)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	17,500		—	17,500		—		—	—
Purchases of property and equipment	(4,389)		—	(4,389)		(1,589)		—	(1,589)
Net cash provided by (used in) investing activities	9,164		—	9,164		(1,589)		—	(1,589)
Cash flows from financing activities
Proceeds from issuance of common stock, net	20,690		—	20,690		50,538		—	50,538
Payment of equity issuance costs	(222)		—	(222)		(200)		—	(200)
Proceeds from issuance of debt	500		—	500		—		—	—
Payments of debt issuance costs	(68)		—	(68)		—		—	—
Net cash provided by financing activities	20,900		—	20,900		50,338		—	50,338
Effect of changes in exchange rate on cash and cash equivalents	(3)		—	(3)		10		—	10
Net (decrease) in cash and cash equivalents	(6,985)		—	(6,985)		19,896		—	19,896
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash and cash equivalents at end of period	$	70,578	—	$	70,578	$	115,005	—	$	115,005


Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs	$	133	—	$	133	$	69	—	$	69
Purchase of property and equipment	$	2,637	—	$	2,637	$	491	—	$	491
Right-of-use assets related to operating leases	$	—	—	$	—	$	2,918	—	$	2,918


	Nine months ended September 30,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(53,585)	1,477	$	(52,108)	$	(59,412)	(4,998)	$	(64,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	525		—	525		307		—	307
Amortization (accretion) on marketable securities	(182)		—	(182)		—		—	—
Non-cash interest expense	87		—	87		58		—	58
Non-cash lease expense	401		—	401		463		—	463
Non-cash (income) expense from collaborative arrangements, net	—		(1,134)	(1,134)		—		4,856	4,856
Stock-based compensation expense	7,495		—	7,495		7,873		—	7,873
Impairment of advance for COVAXIN supply	4,074		—	4,074		—		—	—
Loss on disposal of fixed assets related to COVAXIN	363		—	363		—		—	—
Other	379		—	379		(673)		—	(673)
Changes in assets and liabilities:
Prepaid expenses and other current assets	132		—	132		1,888		—	1,888
Accounts payable and accrued expenses	(10,059)		(343)	(10,402)		6,592		142	6,734
Lease obligations	(382)		—	(382)		(261)		—	(261)
Net cash used in operating activities	(50,752)		—	(50,752)		(43,165)		—	(43,165)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	17,500		—	17,500		—		—	—
Purchases of property and equipment	(7,754)		—	(7,754)		(2,433)		—	(2,433)
Repayment of note receivable	—		—	—		761		—	761
Net cash provided by (used in) investing activities	5,799		—	5,799		(1,672)		—	(1,672)
Cash flows from financing activities
Proceeds from issuance of common stock	20,788		—	20,788		51,141		—	51,141
Payment of equity issuance costs	(355)		—	(355)		(298)		—	(298)
Proceeds from issuance of debt	500		—	500		500		—	500
Payments of debt issuance costs	(68)		—	(68)		(43)		—	(43)
Net cash provided by financing activities	20,865		—	20,865		51,300		—	51,300
Effect of changes in exchange rate on cash and cash equivalents	2		—	2		30		—	30
Net (decrease) in cash and cash equivalents	(24,086)		—	(24,086)		6,493		—	6,493
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash and cash equivalents at end of period	$	53,477	—	$	53,477	$	101,602	—	$	101,602


Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs	$	—	—	$	—	$	2	—	$	2
Purchase of property and equipment	$	1,969	—	$	1,969	$	1,231	—	$	1,231
Right-of-use assets related to operating leases	$	—	—	$	—	$	2,916	—	$	2,916
Debt issuance costs	$	—	—	$	—	$	19	—	$	19

Marketable Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost Basis					$ 13,370
Gross Unrealized Gains					1
Gross Unrealized Losses					0
Fair Value	$ 0	$ 0	$ 0	$ 8,462	13,371	$ 0	$ 0	$ 0
U.S. government agency securities and treasuries
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost Basis					7,432
Gross Unrealized Gains					1
Gross Unrealized Losses					0
Fair Value					7,433
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost Basis					5,938
Gross Unrealized Gains					0
Gross Unrealized Losses					0
Fair Value					$ 5,938

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Expected Useful Lives by Major Asset

Expected useful lives by major asset category are as follows:


Furniture and fixtures			3 to 7 years
Machinery and equipment			5 to 7 years
Leasehold improvements			Shorter of the expected useful life or remaining lease term

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


	As of December 31,
	2023		2022
Furniture and fixtures	$	337	$	337
Machinery and equipment	1,557		1,685
Leasehold improvements	2,086		1,603
Construction in progress	14,540		3,049
Total property and equipment	18,520		6,674
Less: accumulated depreciation	(1,230)		(621)
Total property and equipment, net	$	17,290	$	6,053

Restatement of Previously Issued Consolidated Financial Statements - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 39,462	$ 53,477	$ 70,578	$ 68,259	$ 77,563	$ 101,602	$ 115,005	$ 129,771
Marketable securities	0	0	0	8,462	13,371	0	0	0
Prepaid expenses and other current assets	3,509	3,081	2,874	7,680	7,558	5,895	7,564	8,256
Total current assets	42,971	56,558	73,452	84,401	98,492	107,497	122,569	138,027
Property and equipment, net	17,290	14,469	11,720	7,952	6,053	4,517	3,153	1,921
Restricted cash				0				151
Other assets	4,286	3,660	3,804	3,946	4,087	4,225	4,366	1,628
Total assets	64,547	74,687	88,976	96,299	108,632	116,239	130,088	141,727
Current liabilities
Accounts payable	3,172	2,921	3,881	8,092	8,062	6,460	5,921	3,896
Accrued expenses and other current liabilities	13,343	14,993	18,826	16,722	19,971	17,620	11,728	9,151
Operating lease obligations	574	540	526	512	498	443	314	254
Current portion of long term debt		1,276	1,266	1,256		0	0	0
Total current liabilities	17,089	19,730	24,499	26,582	28,531	24,523	17,963	13,301
Non-current liabilities
Operating lease obligations, less current portion	3,567	3,164	3,308	3,449	3,587	3,764	3,892	1,180
Long term debt, net	2,800	1,495	1,472	1,058	2,289	2,265	1,750	1,731
Other non-current liabilities	527	497	455	309	244	0	0	0
Total non-current liabilities	6,894	5,156	5,235	4,816	6,120	6,029	5,642	2,911
Total liabilities	23,983	24,886	29,734	31,398	34,651	30,552	23,605	16,212
Commitments and contingencies
Stockholders' equity
Common stock	2,567	2,566	2,566	2,265	2,217	2,168	2,163	2,158
Treasury stock	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)
Additional paid-in capital	324,191	322,452	320,181	303,073	294,874	284,231	281,139	278,704
Accumulated other comprehensive income	20	27	22	25	26	30	10	0
Accumulated deficit	(286,167)	(275,197)	(263,480)	(240,415)	(223,089)	(200,695)	(176,782)	(155,300)
Total stockholders' equity	40,564	49,801	59,242	64,901	73,981	85,687	106,483	125,515	$ 91,200
Total liabilities and stockholders' equity	64,547	74,687	88,976	96,299	108,632	116,239	130,088	141,727
Series A Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock	0	0	0	0	0	0	0	0
Series B Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock	$ 1	1	1	1	1	1	1	1	5,000
As previously reported
Current assets
Cash and cash equivalents		53,477	70,578	68,259		101,602	115,005	129,771
Marketable securities		0	0	8,462		0	0	0
Prepaid expenses and other current assets		3,081	2,874	7,680		5,895	7,564	8,256
Total current assets		56,558	73,452	84,401		107,497	122,569	138,027
Property and equipment, net		14,469	11,720	7,952		4,517	3,153	1,921
Restricted cash				0				151
Other assets		3,660	3,804	3,946		4,225	4,366	1,628
Total assets		74,687	88,976	96,299		116,239	130,088	141,727
Current liabilities
Accounts payable		2,921	3,881	8,092		6,460	5,921	3,896
Accrued expenses and other current liabilities		6,399	7,787	5,823	9,900	8,004	4,103	3,537
Operating lease obligations		540	526	512		443	314	254
Current portion of long term debt		1,276	1,266	1,256		0	0	0
Total current liabilities		11,136	13,460	15,683	18,460	14,907	10,338	7,687
Non-current liabilities
Operating lease obligations, less current portion		3,164	3,308	3,449		3,764	3,892	1,180
Long term debt, net		1,495	1,472	1,058		2,265	1,750	1,731
Other non-current liabilities		497	455	309		0	0	0
Total non-current liabilities		5,156	5,235	4,816		6,029	5,642	2,911
Total liabilities		16,292	18,695	20,499	24,580	20,936	15,980	10,598
Commitments and contingencies
Stockholders' equity
Common stock		2,566	2,566	2,265		2,168	2,163	2,158
Treasury stock		(48)	(48)	(48)		(48)	(48)	(48)
Additional paid-in capital		322,452	320,181	303,073		284,231	281,139	278,704
Accumulated other comprehensive income		27	22	25		30	10	0
Accumulated deficit		(266,603)	(252,441)	(229,516)	(213,018)	(191,079)	(169,157)	(149,686)
Total stockholders' equity		58,395	70,281	75,800	84,052	95,303	114,108	131,129	95,818
Total liabilities and stockholders' equity		74,687	88,976	96,299		116,239	130,088	141,727
As previously reported \| Series A Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock		0	0	0		0	0	0
As previously reported \| Series B Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock		1	1	1		1	1	1
Adjustment
Current assets
Cash and cash equivalents		0	0	0		0	0	0
Marketable securities		0	0	0		0	0	0
Prepaid expenses and other current assets		0	0	0		0	0	0
Total current assets		0	0	0		0	0	0
Property and equipment, net		0	0	0		0	0	0
Restricted cash				0				0
Other assets		0	0	0		0	0	0
Total assets		0	0	0		0	0	0
Current liabilities
Accounts payable		0	0	0		0	0	0
Accrued expenses and other current liabilities		8,594	11,039	10,899	10,071	9,616	7,625	5,614
Operating lease obligations		0	0	0		0	0	0
Current portion of long term debt		0	0	0		0	0	0
Total current liabilities		8,594	11,039	10,899	10,071	9,616	7,625	5,614
Non-current liabilities
Operating lease obligations, less current portion		0	0	0		0	0	0
Long term debt, net		0	0	0		0	0	0
Other non-current liabilities		0	0	0		0	0	0
Total non-current liabilities		0	0	0		0	0	0
Total liabilities		8,594	11,039	10,899	10,071	9,616	7,625	5,614
Commitments and contingencies
Stockholders' equity
Common stock		0	0	0		0	0	0
Treasury stock		0	0	0		0	0	0
Additional paid-in capital		0	0	0		0	0	0
Accumulated other comprehensive income		0	0	0		0	0	0
Accumulated deficit		(8,594)	(11,039)	(10,899)	(10,071)	(9,616)	(7,625)	(5,614)
Total stockholders' equity		(8,594)	(11,039)	(10,899)	$ (10,071)	(9,616)	(7,625)	(5,614)	$ (4,618)
Total liabilities and stockholders' equity		0	0	0		0	0	0
Adjustment \| Series A Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock		0	0	0		0	0	0
Adjustment \| Series B Convertible Preferred Stock
Stockholders' equity
Convertible preferred stock		$ 0	$ 0	$ 0		$ 0	$ 0	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Preferred Stock Series A Convertible Preferred Stock	Preferred Stock Series B Convertible Preferred Stock	Common Stock	Treasury Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021				7	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2021						199,502,183
Beginning balance at Dec. 31, 2021	$ 91,200			$ 0	$ 1	$ 1,995	$ (48)	$ 225,537	$ 0	$ (136,285)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	3,299							3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						277,323
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	180					$ 3		177
Issuance of common stock for capital raises, net (in shares)						15,973,420
Issuance of common stock for capital raises, net	49,851					$ 160		49,691
Net loss	(19,015)									(19,015)
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2022				7	54,745
Common stock, ending balance (in shares) at Mar. 31, 2022						215,752,926
Ending balance at Mar. 31, 2022	125,515			$ 0	$ 1	$ 2,158	(48)	278,704	0	(155,300)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021				7	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2021						199,502,183
Beginning balance at Dec. 31, 2021	91,200			$ 0	$ 1	$ 1,995	(48)	225,537	0	(136,285)
Increase (Decrease) in Stockholders' Equity
Net loss	(40,497)
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2022				0	54,745
Common stock, ending balance (in shares) at Jun. 30, 2022						216,271,262
Ending balance at Jun. 30, 2022	106,483			$ 0	$ 1	$ 2,163	(48)	281,139	10	(176,782)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021				7	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2021						199,502,183
Beginning balance at Dec. 31, 2021	91,200			$ 0	$ 1	$ 1,995	(48)	225,537	0	(136,285)
Increase (Decrease) in Stockholders' Equity
Net loss	(64,410)
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2022				0	54,745
Common stock, ending balance (in shares) at Sep. 30, 2022						216,809,937
Ending balance at Sep. 30, 2022	85,687			$ 0	$ 1	$ 2,168	(48)	284,231	30	(200,695)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021				7	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2021						199,502,183
Beginning balance at Dec. 31, 2021	91,200			$ 0	$ 1	$ 1,995	(48)	225,537	0	(136,285)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	10,541							10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						1,579,886
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	1,262					$ 16		1,246
Issuance of common stock for capital raises, net (in shares)						20,635,998
Issuance of common stock for capital raises, net	$ 57,756					$ 206		57,550
Series A convertible preferred stock conversion (in shares)	3,115			(7)
Series A convertible preferred stock conversion	$ 0
Other comprehensive income (loss)	26								26
Net loss	$ (86,804)									(86,804)
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2022		0	54,745	0	54,745
Common stock, ending balance (in shares) at Dec. 31, 2022	221,599,682					221,721,182
Ending balance at Dec. 31, 2022	$ 73,981			$ 0	$ 1	$ 2,217	(48)	294,874	26	(223,089)
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2022				7	54,745
Common stock, beginning balance (in shares) at Mar. 31, 2022						215,752,926
Beginning balance at Mar. 31, 2022	125,515			$ 0	$ 1	$ 2,158	(48)	278,704	0	(155,300)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	2,079							2,079
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						515,221
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	361					$ 5		356
Series A convertible preferred stock conversion (in shares)				(7)		3,115
Other comprehensive income (loss)	10								10
Net loss	(21,482)									(21,482)
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2022				0	54,745
Common stock, ending balance (in shares) at Jun. 30, 2022						216,271,262
Ending balance at Jun. 30, 2022	106,483			$ 0	$ 1	$ 2,163	(48)	281,139	10	(176,782)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	2,495							2,495
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						538,675
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	602					$ 5		597
Other comprehensive income (loss)	20								20
Net loss	(23,913)									(23,913)
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2022				0	54,745
Common stock, ending balance (in shares) at Sep. 30, 2022						216,809,937
Ending balance at Sep. 30, 2022	$ 85,687			$ 0	$ 1	$ 2,168	(48)	284,231	30	(200,695)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022		0	54,745	0	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2022	221,599,682					221,721,182
Beginning balance at Dec. 31, 2022	$ 73,981			$ 0	$ 1	$ 2,217	(48)	294,874	26	(223,089)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	2,689							2,689
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						348,555
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	(1)					$ 3		(4)
Issuance of common stock for capital raises, net (in shares)						4,478,956
Issuance of common stock for capital raises, net	5,559					$ 45		5,514
Other comprehensive income (loss)	(1)								(1)
Net loss	(17,326)									(17,326)
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2023				0	54,745
Common stock, ending balance (in shares) at Mar. 31, 2023						226,548,693
Ending balance at Mar. 31, 2023	$ 64,901			$ 0	$ 1	$ 2,265	(48)	303,073	25	(240,415)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022		0	54,745	0	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2022	221,599,682					221,721,182
Beginning balance at Dec. 31, 2022	$ 73,981			$ 0	$ 1	$ 2,217	(48)	294,874	26	(223,089)
Increase (Decrease) in Stockholders' Equity
Net loss	(40,391)
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2023				0	54,745
Common stock, ending balance (in shares) at Jun. 30, 2023						256,608,552
Ending balance at Jun. 30, 2023	$ 59,242			$ 0	$ 1	$ 2,566	(48)	320,181	22	(263,480)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022		0	54,745	0	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2022	221,599,682					221,721,182
Beginning balance at Dec. 31, 2022	$ 73,981			$ 0	$ 1	$ 2,217	(48)	294,874	26	(223,089)
Increase (Decrease) in Stockholders' Equity
Net loss	(52,108)
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023				0	54,745
Common stock, ending balance (in shares) at Sep. 30, 2023						256,621,487
Ending balance at Sep. 30, 2023	$ 49,801			$ 0	$ 1	$ 2,566	(48)	322,452	27	(275,197)
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022		0	54,745	0	54,745
Common stock, beginning balance (in shares) at Dec. 31, 2022	221,599,682					221,721,182
Beginning balance at Dec. 31, 2022	$ 73,981			$ 0	$ 1	$ 2,217	(48)	294,874	26	(223,089)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	9,217							9,217
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						488,166
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	124					$ 5		119
Issuance of common stock for capital raises, net (in shares)						34,478,956
Issuance of common stock for capital raises, net	20,326					$ 345		19,981
Other comprehensive income (loss)	(6)								(6)
Net loss	$ (63,078)									(63,078)
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2023		0	54,745	0	54,745
Common stock, ending balance (in shares) at Dec. 31, 2023	256,566,804					256,688,304
Ending balance at Dec. 31, 2023	$ 40,564			$ 0	$ 1	$ 2,567	(48)	324,191	20	(286,167)
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2023				0	54,745
Common stock, beginning balance (in shares) at Mar. 31, 2023						226,548,693
Beginning balance at Mar. 31, 2023	64,901			$ 0	$ 1	$ 2,265	(48)	303,073	25	(240,415)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	2,632							2,632
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						59,859
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	10					$ 1		9
Issuance of common stock for capital raises, net (in shares)						30,000,000
Issuance of common stock for capital raises, net	14,767					$ 300		14,467
Other comprehensive income (loss)	(3)								(3)
Net loss	(23,065)									(23,065)
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2023				0	54,745
Common stock, ending balance (in shares) at Jun. 30, 2023						256,608,552
Ending balance at Jun. 30, 2023	59,242			$ 0	$ 1	$ 2,566	(48)	320,181	22	(263,480)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	2,174							2,174
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)						12,935
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	97							97
Other comprehensive income (loss)	5								5
Net loss	(11,717)									(11,717)
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023				0	54,745
Common stock, ending balance (in shares) at Sep. 30, 2023						256,621,487
Ending balance at Sep. 30, 2023	$ 49,801			$ 0	$ 1	$ 2,566	$ (48)	$ 322,452	$ 27	$ (275,197)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (17,326)	$ (19,015)	$ (40,391)	$ (40,497)	$ (52,108)	$ (64,410)	$ (63,078)	$ (86,804)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	174	76	348	166	525	307	704	480
Amortization (accretion) on marketable securities	(143)	0	(182)	0	(182)	0	(182)	(99)
Non-cash interest expense	24	19	54	38	87	58	116	83
Non-cash lease expense	131	179	265	334	401	463	538	593
Non-cash (income) expense from collaborative arrangements, net	1,008	996	1,392	3,007	(1,134)	4,856	(696)	6,603
Stock-based compensation expense	2,689	3,299	5,321	5,378	7,495	7,873	9,217	10,541
Impairment of advance for COVAXIN supply			4,074	0	4,074	0	4,074	0
Loss on disposal of fixed assets related to COVAXIN			363	0	363	0	363	0
Other	352	0	439	0	379	(673)	46	(671)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(60)	(575)	572	132	132	1,888	(296)	91
Accounts payable and accrued expenses	(4,964)	131	(9,049)	2,844	(10,402)	6,734	(12,343)	9,487
Lease obligations	(125)	(176)	(252)	(265)	(382)	(261)	(517)	(383)
Net cash used in operating activities	(18,240)	(15,066)	(37,046)	(28,863)	(50,752)	(43,165)	(62,054)	(60,079)
Cash flows from investing activities
Purchases of marketable securities	(3,947)	0	(3,947)	0	(3,947)	0	(3,947)	(13,271)
Proceeds from maturities of marketable securities	9,000	0	17,500	0	17,500	0	17,500	0
Purchases of property and equipment	(1,612)	(223)	(4,389)	(1,589)	(7,754)	(2,433)	(10,476)	(4,457)
Repayment of note receivable					0	761	0	761
Net cash provided by (used in) investing activities	3,441	(223)	9,164	(1,589)	5,799	(1,672)	3,077	(16,967)
Cash flows from financing activities
Proceeds from issuance of common stock	5,731	50,177	20,690	50,538	20,788	51,141	20,804	59,567
Payment of equity issuance costs	(173)	(75)	(222)	(200)	(355)	(298)	(355)	(549)
Proceeds from issuance of debt			500	0	500	500	500	500
Payments of debt issuance costs	(62)	0	(68)	0	(68)	(43)	(68)	(43)
Net cash provided by financing activities	5,496	50,102	20,900	50,338	20,865	51,300	20,881	59,475
Effect of changes in exchange rate on cash and cash equivalents	(1)	0	(3)	10	2	30	(5)	25
Net (decrease) in cash and cash equivalents	(9,304)	34,813	(6,985)	19,896	(24,086)	6,493	(38,101)	(17,546)
Cash, cash equivalents, and restricted cash at beginning of period	77,563	95,109	77,563	95,109	77,563	95,109	77,563	95,109
Cash and cash equivalents at end of period	68,259	129,922	70,578	115,005	53,477	101,602	39,462	77,563
Supplemental disclosure of non-cash investing and financing transactions:
Purchase of property and equipment	$ 1,119	$ 611	2,637	491	1,969	1,231	2,189	911
Right-of-use assets related to operating leases			$ 0	$ 2,918	0	2,916	572	2,916
Debt issuance costs					$ 0	$ 19	$ 0	$ 37

Net Loss Per Share of Common Stock - Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	17,320,173	13,121,899
Options to purchase common stock
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	13,161,228	10,851,287
RSUs
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	2,982,661	924,810
Warrants
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	628,834	798,352
Series A Convertible Preferred Stock
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	0	0
Series B Convertible Preferred Stock
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	547,450	547,450

Operating Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Leases [Abstract]
Right-of-use assets, net	$ 3,944				$ 3,910
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets				Other assets
Current lease obligations	$ 574	$ 540	$ 526	$ 512	$ 498	$ 443	$ 314	$ 254
Non-current lease obligations	3,567	$ 3,164	$ 3,308	$ 3,449	3,587	$ 3,764	$ 3,892	$ 1,180
Total lease liabilities	$ 4,141				$ 4,085

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Total revenue	$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	$ 6,036	$ 2,488
Operating expenses
Research and development	7,048	14,574	10,172	17,937	11,602	9,393	24,746	20,995	31,794	38,932	39,573	56,159
General and administrative	9,082	9,451	8,306	7,639	10,617	10,137	17,757	20,754	26,839	28,393	31,994	35,400
Total operating expenses	16,130	24,025	18,478	25,576	22,219	19,530	42,503	41,749	58,633	67,325	71,567	91,559
Loss from operations	(12,431)	(23,540)	(18,035)	(25,110)	(21,576)	(19,030)	(41,575)	(40,606)	(54,006)	(65,716)	(65,531)	(89,071)
Other income (expense), net	714	475	709	1,197	94	15	1,184	109	1,898	1,306	2,453	2,267
Net loss	(11,717)	(23,065)	(17,326)	(23,913)	(21,482)	(19,015)	(40,391)	(40,497)	(52,108)	(64,410)	(63,078)	(86,804)
Other comprehensive income (loss)
Foreign currency translation adjustment	5	(2)	(1)	20	10	0	(3)	10	2	30	(5)	25
Unrealized gain (loss) on marketable securities	0	(1)		0	0		(1)	0	(1)	0	(1)	1
Comprehensive loss	$ (11,712)	$ (23,068)	$ (17,327)	$ (23,893)	$ (21,472)	$ (19,015)	$ (40,395)	$ (40,487)	$ (52,107)	$ (64,380)	$ (63,084)	$ (86,778)
Shares used in calculating net loss per common share - basic (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Shares used in calculating net loss per common share - diluted (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Net loss per share of common stock - basic (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)
Net loss per share of common stock - diluted (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)
Collaborative arrangement revenue
Total revenue	$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	$ 6,036	$ 2,488
Operating expenses
Research and development											$ 5,300	$ 9,100

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accrued Expenses and Other Current Liabilities - Schedule of Major Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities [Line Items]
Research and development	$ 212	$ 1,894
Clinical	84	3,310
Professional fees	580	437
Employee-related	1,791	2,752
Other	151	357
Total accrued expenses and other current liabilities	13,343	19,971
Collaborative Arrangements
Accrued Liabilities [Line Items]
Deferred revenue relating to collaborative arrangements	$ 10,525	$ 11,221

Restatement of Previously Issued Consolidated Financial Statements - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	$ 6,036	$ 2,488
Operating expenses
Research and development	7,048	14,574	10,172	17,937	11,602	9,393	24,746	20,995	31,794	38,932	39,573	56,159
General and administrative	9,082	9,451	8,306	7,639	10,617	10,137	17,757	20,754	26,839	28,393	31,994	35,400
Total operating expenses	16,130	24,025	18,478	25,576	22,219	19,530	42,503	41,749	58,633	67,325	71,567	91,559
Loss from operations	(12,431)	(23,540)	(18,035)	(25,110)	(21,576)	(19,030)	(41,575)	(40,606)	(54,006)	(65,716)	(65,531)	(89,071)
Other income (expense), net	714	475	709	1,197	94	15	1,184	109	1,898	1,306	2,453	2,267
Net loss	(11,717)	(23,065)	(17,326)	(23,913)	(21,482)	(19,015)	(40,391)	(40,497)	(52,108)	(64,410)	(63,078)	(86,804)
Other comprehensive income (loss)
Foreign currency translation adjustment	5	(2)	(1)	20	10	0	(3)	10	2	30	(5)	25
Unrealized gain (loss) on marketable securities	0	(1)		0	0		(1)	0	(1)	0	(1)	1
Comprehensive loss	$ (11,712)	$ (23,068)	$ (17,327)	$ (23,893)	$ (21,472)	$ (19,015)	$ (40,395)	$ (40,487)	$ (52,107)	$ (64,380)	$ (63,084)	$ (86,778)
Shares used in calculating net loss per common share - basic (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Shares used in calculating net loss per common share - diluted (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Net loss per share of common stock - basic (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)
Net loss per share of common stock - diluted (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)
Collaborative arrangement revenue
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	$ 6,036	$ 2,488
Operating expenses
Research and development											$ 5,300	9,100
As previously reported
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	0	0	0	0	0	0	0	0	0	0		0
Operating expenses
Research and development	6,342	14,169	9,558	15,622	9,007	7,915	23,727	16,922	30,069	32,544		49,757
General and administrative	9,082	9,564	8,193	7,497	10,558	10,119	17,757	20,677	26,839	28,174		35,111
Total operating expenses	15,424	23,733	17,751	23,119	19,565	18,034	41,484	37,599	56,908	60,718		84,868
Loss from operations	(15,424)	(23,733)	(17,751)	(23,119)	(19,565)	(18,034)	(41,484)	(37,599)	(56,908)	(60,718)		(84,868)
Other income (expense), net	1,262	808	1,253	1,197	94	15	2,061	109	3,323	1,306		3,517
Net loss	(14,162)	(22,925)	(16,498)	(21,922)	(19,471)	(18,019)	(39,423)	(37,490)	(53,585)	(59,412)		(81,351)
Other comprehensive income (loss)
Foreign currency translation adjustment	5	(2)	(1)	20	10	0	(3)	10	2	30
Unrealized gain (loss) on marketable securities	0	(1)		0	0		(1)	0	(1)	0
Comprehensive loss	$ (14,157)	$ (22,928)	$ (16,499)	$ (21,902)	$ (19,461)	$ (18,019)	$ (39,427)	$ (37,480)	$ (53,584)	$ (59,382)		$ (81,325)
Shares used in calculating net loss per common share - basic (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746
Shares used in calculating net loss per common share - diluted (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746
Net loss per share of common stock - basic (in USD per share)	$ (0.06)	$ (0.10)	$ (0.07)	$ (0.10)	$ (0.09)	$ (0.09)	$ (0.17)	$ (0.18)	$ (0.22)	$ (0.28)		$ (0.38)
Net loss per share of common stock - diluted (in USD per share)	$ (0.06)	$ (0.10)	$ (0.07)	$ (0.10)	$ (0.09)	$ (0.09)	$ (0.17)	$ (0.18)	$ (0.22)	$ (0.28)		$ (0.38)
As previously reported \| Collaborative arrangement revenue
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Adjustment
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	3,699	485	443	466	643	500	928	1,143	4,627	1,609		2,488
Operating expenses
Research and development	706	405	614	2,315	2,595	1,478	1,019	4,073	1,725	6,388		6,402
General and administrative	0	(113)	113	142	59	18	0	77	0	219		289
Total operating expenses	706	292	727	2,457	2,654	1,496	1,019	4,150	1,725	6,607		6,691
Loss from operations	2,993	193	(284)	(1,991)	(2,011)	(996)	(91)	(3,007)	2,902	(4,998)		(4,203)
Other income (expense), net	(548)	(333)	(544)	0	0	0	(877)	0	(1,425)	0		(1,250)
Net loss	2,445	(140)	(828)	(1,991)	(2,011)	(996)	(968)	(3,007)	1,477	(4,998)		(5,453)
Other comprehensive income (loss)
Foreign currency translation adjustment	0	0	0	0	0	0	0	0	0	0
Unrealized gain (loss) on marketable securities	0	0		0	0		0	0	0	0
Comprehensive loss	$ 2,445	$ (140)	$ (828)	$ (1,991)	$ (2,011)	$ (996)	$ (968)	$ (3,007)	$ 1,477	$ (4,998)		$ (5,453)
Shares used in calculating net loss per common share - basic (in shares)	0	0	0	0	0	0	0	0	0	0
Shares used in calculating net loss per common share - diluted (in shares)	0	0	0	0	0	0	0	0	0	0
Net loss per share of common stock - basic (in USD per share)	$ 0.01	$ 0	$ (0.01)	$ (0.01)	$ (0.01)	$ 0	$ 0	$ (0.01)	$ 0	$ (0.02)		$ (0.02)
Net loss per share of common stock - diluted (in USD per share)	$ 0.01	$ 0	$ (0.01)	$ (0.01)	$ (0.01)	$ 0	$ 0	$ (0.01)	$ 0	$ (0.02)		$ (0.02)
Adjustment \| Collaborative arrangement revenue
Condensed Income Statement And Comprehensive Income/Loss [Line Items]
Total revenue	$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609		$ 2,488

Equity	12 Months Ended
Equity	Dec. 31, 2023
Equity [Abstract]
Equity	Equity Offerings of Common Stock Public Offering In May 2023, the Company entered into an underwriting agreement with an underwriter, pursuant to which the Company sold 30.0 million shares of its common stock at a public offering price of $0.50 per share (the "May 2023 Public Offering"). The Company received net proceeds of $14.8 million after deducting equity issuance costs. The May 2023 Public Offering was made pursuant to the Company's Registration Statement on Form S-3, which was previously filed with the SEC and became effective on April 21, 2023, as supplemented by a prospectus supplement, dated May 24, 2023. In February 2022, the Company entered into an underwriting agreement with an underwriter, pursuant to which the Company sold 16.0 million shares of its common stock at a public offering price of $3.13 per share. The Company received net proceeds of $49.8 million, after deducting equity issuance costs. At-the-Market Offerings In June 2022, the Company entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with certain agents, pursuant to which the Company could, from time to time, offer and sell shares of its common stock having an aggregate gross sales price of up to $160.0 million. During the year ended December 31, 2023, the Company sold 4.5 million shares of its common stock and received net proceeds of $5.6 million after deducting issuance costs of $0.2 million. The Sales Agreement was terminated in February 2023. COVAXIN Preferred Stock Purchase Agreement On March 1, 2021, the Company entered into a preferred stock purchase agreement (the "Preferred Stock Purchase Agreement") with Bharat Biotech International Limited ("Bharat Biotech"), pursuant to which the Company agreed to issue and sell 0.1 million shares of the Company's Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Convertible Preferred Stock"), at a price per share equal to $109.60, to Bharat Biotech. On March 18, 2021, the Company issued the Series B Convertible Preferred Stock as an advance payment of $6.0 million for the supply of COVAXIN, a monovalent vaccine, to be provided by Bharat Biotech pursuant to a Development and Commercial Supply Agreement (the "Supply Agreement"). Each share of Series B Convertible Preferred Stock was convertible, at the option of Bharat Biotech, into 10 shares of the Company's common stock (the "Conversion Ratio") only after (i) the Company received stockholder approval to increase the number of authorized shares of common stock under its Sixth Amended and Restated Certificate of Incorporation, which the Company received in April 2021, and (ii) the Company's receipt of shipments by Bharat Biotech of the first 10.0 million doses of COVAXIN manufactured by Bharat Biotech pursuant to the Supply Agreement, and further on the terms and subject to the conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. The conversion rate of the Series B Convertible Preferred Stock was subject to adjustment in the event of a stock dividend, stock split, reclassification, or similar event with respect to the Company's common stock. The Company accounted for the issuance of the Series B Convertible Preferred Stock in accordance with ASC 718 and recorded its grant date fair value of $5.0 million within stockholders' equity during the year ended December 31, 2021, with a corresponding short-term asset for the advanced payment for the supply of COVAXIN included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2021. The Company utilized the traded common stock price, adjusted by the Conversion Ratio, to value the Series B Convertible Preferred Stock and the Finnerty model to estimate a 15% discount rate for the lack of marketability of the instrument. The valuation incorporated Level 3 inputs in the fair value hierarchy, including the estimated time until the instrument's liquidity and estimated volatility of the Company's common stock as of the grant date. As of December 31, 2022, the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN was $4.1 million. In April 2023, the FDA announced the cancellation of all emergency use authorizations ("EUA") issued with respect to monovalent COVID-19 vaccine formulations. Consequently, the Company determined it was no longer commercially viable to further the development of COVAXIN in its North American territories. During the year ended December 31, 2023, the Company wrote off the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN of $4.1 million to research and development expense in the consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Operating Leases - Narrative (Details) $ in Millions	12 Months Ended
Operating Leases - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($)
Leases
Increase in right of use asset	$ 0.6
Increase in lease liability	$ 0.6
Corporate headquarters
Leases
Leases, term of contract	7 years
Lease renewal term	10 years
GMP facility
Leases
Leases, term of contract	7 years
Lease renewal term	5 years

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Major Components of 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 consolidated balance sheets (in thousands):


	As of December 31,
			(As Restated)
	2023		2022
Research and development	$	212	$	1,894
Clinical	84		3,310
Professional fees	580		437
Employee-related	1,791		2,752
Deferred revenue relating to collaborative arrangements	10,525		11,221
Other	151		357
Total accrued expenses and other current liabilities	$	13,343	$	19,971

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2023 and 2022 are summarized below (in thousands):


	As of December 31,
	2023		2022
Principal outstanding	$	2,500	$	2,000
Plus: accrued interest	400		307
Less: unamortized debt issuance costs	(100)		(18)
Carrying value, net	$	2,800	$	2,289

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Net Loss Per Share of Common Stock - Schedule of Computation Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss - basic											$ (63,078)	$ (86,804)
Net Loss-diluted											$ (63,078)	$ (86,804)
Shares used in calculating net loss per common share - basic (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Shares used in calculating net loss per common share - diluted (in shares)	256,492,558	238,311,498	225,523,627	216,591,011	215,862,977	205,693,498	231,952,888	210,806,330	240,222,667	212,755,746	244,327,057	214,600,051
Net loss per share of common stock - basic (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)
Net loss per share of common stock - diluted (in USD per share)	$ (0.05)	$ (0.10)	$ (0.08)	$ (0.11)	$ (0.10)	$ (0.09)	$ (0.17)	$ (0.19)	$ (0.22)	$ (0.30)	$ (0.26)	$ (0.40)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ References + Details

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits Reconciliation
Unrecognized tax benefits, beginning balance	$ 303	$ 303
Additions for tax positions taken in a prior year	0	0
Additions for tax positions taken in the current year	0	0
Reductions for tax positions taken in the prior year due to settlement	0	0
Reductions for tax positions taken in the prior year due to statutes lapsing	0	0
Unrecognized tax benefits, ending balance	$ 303	$ 303

Stock-Based Compensation - Schedule of Weighted Average Assumptions Utilized in Fair Value (Details) - Stock options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected option term (years)	5 years 10 months 24 days	5 years 10 months 24 days
Range of expected stock price volatility, minimum	103.00%	106.00%
Range of expected stock price volatility, maximum	109.00%	110.00%
Weighted average expected stock price volatility	106.00%	107.00%
Range of risk-free interest rate, minimum	3.50%	1.40%
Range of risk-free interest rate, maximum	4.40%	4.20%
Expected dividend rate	0.00%	0.00%

- Definition

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+ Details

Operating Leases - Schedule of Components Of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease cost	$ 784	$ 774
Variable lease cost	342	158
Total lease cost	$ 1,126	$ 932

Debt - Schedule of Debt (Details) - EB-5 Loan Agreement - Loans payable - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt
Principal outstanding	$ 2,500	$ 2,000
Plus: accrued interest	400	307
Less: unamortized debt issuance costs	(100)	(18)
Carrying value, net	$ 2,800	$ 2,289

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 39,462	$ 53,477	$ 70,578	$ 68,259	$ 77,563	$ 101,602	$ 115,005	$ 129,771
Money Markets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 38,200

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Assets and Liabilities

The following table summarizes the fair value and the classification by level of input within the fair value hierarchy of financial assets as of December 31, 2022 that are recurring fair value measurements (in thousands):


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	15,899	$	999	$	—	$	16,898
Marketable securities:
U.S. government agency securities and treasuries	—		7,433		—		7,433
Commercial paper	—		5,938		—		5,938
Total assets	$	15,899	$	14,370	$	—	$	30,269

Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
RECENT ACCOUNTING PRONOUNCEMENTS
Number of operating segments \| segment	1
Interest income \| $	$ 2.5	$ 1.4
Expiration period	10 years
Stock options
RECENT ACCOUNTING PRONOUNCEMENTS
Expected dividend yield	0.00%	0.00%
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	1 year
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	3 years

- Definition

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+ Details

Warrants (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended
	Jul. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Jul. 15, 2021
Canada Consulting Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, not yet vested (in shares)	0.2
Expected milestone payment	$ 3.0
Initial exercise price (in USD per share)				$ 6.36
OpCo Warrants
Class of Warrant or Right [Line Items]
Initial exercise price (in USD per share)		$ 6.23
Number of warrants outstanding (in shares)		0.6	0.6

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	15,899	$	999	$	—	$	16,898
Marketable securities:
U.S. government agency securities and treasuries	—		7,433		—		7,433
Commercial paper	—		5,938		—		5,938
Total assets	$	15,899	$	14,370	$	—	$	30,269

The valuation of the Company's cash and cash equivalents totaling $39.5 million, which includes $38.2 million in money markets, as of December 31, 2023, utilized Level 1 inputs. The valuation of the Company's marketable securities, which matured during the year ended December 31, 2023, utilized Level 2 inputs. See Note 2 for additional information. Further, the Company believes the fair value using Level 2 inputs of the borrowings under the EB-5 Loan Agreement (as defined in Note 9) approximate their carrying value. See Note 9 for additional information.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Net Loss per Share of Common Stock

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share of Common Stock

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts):


	Year ended December 31,
			(As Restated)
	2023		2022
Net loss — basic and diluted	$	(63,078)	$	(86,804)
Shares used in calculating net loss per common share — basic and diluted	244,327,057		214,600,051
Net loss per common share — basic and diluted	$	(0.26)	$	(0.40)

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


	Year ended December 31,
	2023	2022
Options to purchase common stock	13,161,228	10,851,287
RSUs	2,982,661	924,810
Warrants	628,834	798,352
Series A Convertible Preferred Stock (as converted to common stock)	—	—
Series B Convertible Preferred Stock (as converted to common stock)	547,450	547,450
Total	17,320,173	13,121,899

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	As of December 31,
	2023		2022
Furniture and fixtures	$	337	$	337
Machinery and equipment	1,557		1,685
Leasehold improvements	2,086		1,603
Construction in progress	14,540		3,049
Total property and equipment	18,520		6,674
Less: accumulated depreciation	(1,230)		(621)
Total property and equipment, net	$	17,290	$	6,053

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,689	$ 3,299	$ 5,321	$ 5,378	$ 7,495	$ 7,873	$ 9,217	$ 10,541
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense							6,876	7,777
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense							$ 2,341	$ 2,764

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Company's losses before income taxes and provision (benefit) for income taxes

The Company's losses before income taxes and provision (benefit) for income taxes is as follows (in thousands):


	Year ended December 31,
			(As Restated)
	2023		2022
Loss before income taxes	$	(63,078)	$	(86,804)
Provision (benefit) for income taxes	—		—

Schedule of Effective Income Tax Rate

A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is as follows:


	Year ended December 31,
			(As Restated)
	2023		2022
Expected provision at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	6.4	%	7.4	%
Tax credits	3.5	%	3.1	%
Change in state tax rate	(2.8)	%	(11.1)	%
Other, net	(1.6)	%	(1.6)	%
Change in valuation allowance	(26.5)	%	(18.8)	%
Effective tax rate	—	%	—	%

Schedule of Deferred Tax Assets

The Company's deferred tax assets (liabilities) are comprised of the following (in thousands):


	As of December 31,
			(As Restated)
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	58,324	$	48,812
Capital loss carryforwards	7,298		7,298
Start-up costs	9,699		9,699
Accruals and reserves	276		629
Intellectual property	4,565		5,057
Stock-based compensation	2,873		2,150
Capitalization of research and development expense	18,702		12,571
Deferred revenue	1,293		2,799
Tax credits	9,324		6,655
Lease liabilities	977		1,029
Total deferred tax assets	113,331		96,699
Valuation allowance	(112,413)		(95,724)
Deferred tax assets, net of valuation allowance	$	918	$	975

Deferred tax liabilities:
Lease right-of-use assets	(918)		(975)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	Year ended December 31,
			(As Restated)
	2023		2022
Gross unrecognized tax benefits at beginning of year	$	303	$	303
Additions for tax positions taken in a prior year	—		—
Additions for tax positions taken in the current year	—		—
Reductions for tax positions taken in the prior year due to settlement	—		—
Reductions for tax positions taken in the prior year due to statutes lapsing	—		—
Gross unrecognized tax benefits at end of year	$	303	$	303

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") and under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

In preparing the 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, and determining the value of the non-cash consideration received under collaborative arrangements.

Segment Information

As of December 31, 2023, 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 December 31, 2023, substantially all of the Company's assets were located in the United States.

Cash and Cash Equivalents

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 other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recorded $2.5 million and $1.4 million as interest income for the years ended December 31, 2023 and 2022, respectively.

Fair Value Measurements

The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments.

Marketable Securities

The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023.

Available-for-sale securities are recorded at fair value based on inputs that are observable, either directly or indirectly, such as quoted prices for identical securities in active markets (Level 1) or quoted prices for similar securities in active markets or inputs that are observable (Level 2). Unrealized gains and losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Amortization of premium or accretion of discount on debt securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss.

The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. To date, the Company has not recognized any impairments with respect to its debt securities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held in accounts at financial institutions that may exceed federally 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.

Property and Equipment, Net

The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative

expense in the consolidated statements of operations and comprehensive loss based on the underlying nature of the associated asset. Construction in progress is not depreciated until such time that the asset is completed and placed into service. The Company's construction in progress as of December 31, 2023 related to the renovation of one of the Company's leased properties to develop a laboratory and manufacturing facility. The major assets that will be utilized in the laboratory and manufacturing facility have not yet been placed into service. Once placed into service, the assets will be depreciated over their expected useful lives.

Expected useful lives by major asset category are as follows:


Furniture and fixtures			3 to 7 years
Machinery and equipment			5 to 7 years
Leasehold improvements			Shorter of the expected useful life or remaining lease term

Leases

The Company determines if an arrangement is 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 the obligation is probable.

The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations 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 the event, activity, or circumstance is probable. 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 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 and restricted stock units ("RSUs"), 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 and RSUs, to be recognized in the 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, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. The Company recognizes forfeitures as they occur.

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 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 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. The assumptions used in the Company's Black-Scholes option-pricing model 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 Ocugen's Black-Scholes option-pricing model for stock options are as follows:

Expected Term. As Ocugen 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, as prescribed in SEC's Staff Accounting Bulletin No. 107, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option.

Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen'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 Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock.

Collaborative Arrangements and Revenue Recognition

The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 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 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.

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.

Income Taxes

The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date.

The Company evaluates its deferred tax assets each period to ensure that the estimated future taxable income will be sufficient in character, amount, and timing, to result in its realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Management utilizes considerable judgment when establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within the consolidated statement of operations and comprehensive loss when applicable.

The Company recognizes net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. The Company recognizes a tax benefit for positions taken for tax return purposes when it will be more likely than not that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Tax examinations are often complex, as tax authorities may disagree with the treatment of items reported by the Company and may require several years to resolve. As a result, the Company's provision for income taxes is recorded on the basis of available information, but amounts recorded may be impacted as a result of future examinations.

Recently Adopted Accounting Standards

In July 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718). This standard amends various SEC paragraphs pursuant to the SEC Staff Accounting Bulletin ("SAB") No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting, and SAB Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. This standard did not provide any new guidance and was effective immediately. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. ASU No. 2016-13, as amended, requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The standard was effective for the Company on January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on the Company's consolidated financial statements.

Net Loss per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Computation Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts):


	Year ended December 31,
			(As Restated)
	2023		2022
Net loss — basic and diluted	$	(63,078)	$	(86,804)
Shares used in calculating net loss per common share — basic and diluted	244,327,057		214,600,051
Net loss per common share — basic and diluted	$	(0.26)	$	(0.40)

Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share

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


	Year ended December 31,
	2023	2022
Options to purchase common stock	13,161,228	10,851,287
RSUs	2,982,661	924,810
Warrants	628,834	798,352
Series A Convertible Preferred Stock (as converted to common stock)	—	—
Series B Convertible Preferred Stock (as converted to common stock)	547,450	547,450
Total	17,320,173	13,121,899

Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Assets:
Marketable securities	$ 0	$ 0	$ 0	$ 8,462	$ 13,371	$ 0	$ 0	$ 0
U.S. government agency securities and treasuries
Assets:
Marketable securities					7,433
Commercial paper
Assets:
Marketable securities					5,938
Fair Value, Recurring
Assets:
Cash equivalents					16,898
Total assets					30,269
Fair Value, Recurring \| U.S. government agency securities and treasuries
Assets:
Marketable securities					7,433
Fair Value, Recurring \| Commercial paper
Assets:
Marketable securities					5,938
Fair Value, Recurring \| Level 1
Assets:
Cash equivalents					15,899
Total assets					15,899
Fair Value, Recurring \| Level 1 \| U.S. government agency securities and treasuries
Assets:
Marketable securities					0
Fair Value, Recurring \| Level 1 \| Commercial paper
Assets:
Marketable securities					0
Fair Value, Recurring \| Level 2
Assets:
Cash equivalents					999
Total assets					14,370
Fair Value, Recurring \| Level 2 \| U.S. government agency securities and treasuries
Assets:
Marketable securities					7,433
Fair Value, Recurring \| Level 2 \| Commercial paper
Assets:
Marketable securities					5,938
Fair Value, Recurring \| Level 3
Assets:
Cash equivalents					0
Total assets					0
Fair Value, Recurring \| Level 3 \| U.S. government agency securities and treasuries
Assets:
Marketable securities					0
Fair Value, Recurring \| Level 3 \| Commercial paper
Assets:
Marketable securities					$ 0

Restatement of Previously Issued Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Schedule of Corrections of the Misstatements

The impact of the correction of the misstatements is summarized below (in thousands):


	As of December 31, 2022
Corrected Consolidated Balance Sheets	As previously reported		Adjustment		As Restated
Accrued expenses and other liabilities	$	9,900	$	10,071	$	19,971
Total current liabilities	18,460		10,071		28,531
Total liabilities	24,580		10,071		34,651
Accumulated deficit	(213,018)		(10,071)		(223,089)
Total stockholders' equity	84,052		(10,071)		73,981


	For the Fiscal Year Ended December 31, 2022
Corrected Consolidated Statements of Operations and Comprehensive Loss	As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	2,488	$	2,488
Total revenue	—		2,488	2,488
Research and Development	49,757		6,402	56,159
General and administrative	35,111		289	35,400
Total operating expenses	84,868		6,691	91,559
Loss from operations	(84,868)		(4,203)	(89,071)
Other income (expense), net	3,517		(1,250)	2,267
Net loss	(81,351)		(5,453)	(86,804)
Comprehensive loss	(81,325)		(5,453)	(86,778)
Net loss per share of common stock - basic and diluted	$	(0.38)	(0.02)	$	(0.40)


	For the Fiscal Year Ended December 31, 2022
Corrected Consolidated Statements of Cash Flows	As previously reported		Adjustment		As Restated
Net loss	$	(81,351)	$	(5,453)	$	(86,804)
Non-cash (income) expense from collaborative arrangements, net	—		6,603		6,603
Other	479		(1,150)		(671)
Net cash used in operating activities	(60,079)		—		(60,079)


	Accumulated Deficit						Total Stockholder Equity
Corrected Consolidated Statements of Stockholders' Equity	As previously reported		Adjustment		As Restated		As previously reported		Adjustment		As Restated
Balance at December 31, 2021	$	(131,667)	$	(4,618)	$	(136,285)	$	95,818	$	(4,618)	$	91,200
Stock-based compensation expense	—		—		—		10,541		—		10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—		—		—		1,262		—		1,262
Issuance of common stock for capital raises, net	—		—		—		57,756		—		57,756
Series A convertible preferred stock conversion	—		—		—		—		—		—
Other comprehensive income (loss)	—		—		—		26		—		26
Net Loss	(81,351)		(5,453)		(86,804)		(81,351)		(5,453)		(86,804)
Balance at December 31, 2022	$	(213,018)	$	(10,071)	$	(223,089)	$	84,052	$	(10,071)	$	73,981

The restated impact of the correction of the misstatements is summarized below (in thousands):


	As of March 31, 2023					As of March 31, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	68,259	—	$	68,259	$	129,771	—	$	129,771
Marketable securities	8,462		—	8,462		—		—	—
Prepaid expenses and other current assets	7,680		—	7,680		8,256		—	8,256
Total current assets	84,401		—	84,401		138,027		—	138,027
Property and equipment, net	7,952		—	7,952		1,921		—	1,921
Restricted cash	—		—	—		151		—	151
Other assets	3,946		—	3,946		1,628		—	1,628
Total assets	$	96,299	—	$	96,299	$	141,727	—	$	141,727
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	8,092	—	$	8,092	$	3,896	—	$	3,896
Accrued expenses and other current liabilities	5,823		10,899	16,722		3,537		5,614	9,151
Operating lease obligations	512		—	512		254		—	254
Current portion of long term debt	1,256		—	1,256		—		—	—
Total current liabilities	15,683		10,899	26,582		7,687		5,614	13,301
Non-current liabilities
Operating lease obligations, less current portion	3,449		—	3,449		1,180		—	1,180
Long term debt, net	1,058		—	1,058		1,731		—	1,731
Other non-current liabilities	309		—	309		—		—	—
Total non-current liabilities	4,816		—	4,816		2,911		—	2,911
Total liabilities	20,499		10,899	31,398		10,598		5,614	16,212
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,265		—	2,265		2,158		—	2,158
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	303,073		—	303,073		278,704		—	278,704
Accumulated other comprehensive income	25		—	25		—		—	—
Accumulated deficit	(229,516)		(10,899)	(240,415)		(149,686)		(5,614)	(155,300)
Total stockholders' equity	75,800		(10,899)	64,901		131,129		(5,614)	125,515
Total liabilities and stockholders' equity	$	96,299	—	$	96,299	$	141,727	—	$	141,727


	As of June 30, 2023					As of June 30, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	70,578	—	$	70,578	$	115,005	—	$	115,005
Marketable securities	—		—	—		—		—	—
Prepaid expenses and other current assets	2,874		—	2,874		7,564		—	7,564
Total current assets	73,452		—	73,452		122,569		—	122,569
Property and equipment, net	11,720		—	11,720		3,153		—	3,153
Other assets	3,804		—	3,804		4,366		—	4,366
Total assets	$	88,976	—	$	88,976	$	130,088	—	$	130,088
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3,881	—	$	3,881	$	5,921	—	$	5,921
Accrued expenses and other current liabilities	7,787		11,039	18,826		4,103		7,625	11,728
Operating lease obligations	526		—	526		314		—	314
Current portion of long term debt	1,266		—	1,266		—		—	—
Total current liabilities	13,460		11,039	24,499		10,338		7,625	17,963
Non-current liabilities
Operating lease obligations, less current portion	3,308		—	3,308		3,892		—	3,892
Long term debt, net	1,472		—	1,472		1,750		—	1,750
Other non-current liabilities	455		—	455		—		—	—
Total non-current liabilities	5,235		—	5,235		5,642		—	5,642
Total liabilities	18,695		11,039	29,734		15,980		7,625	23,605
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,566		—	2,566		2,163		—	2,163
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	320,181		—	320,181		281,139		—	281,139
Accumulated other comprehensive income	22		—	22		10		—	10
Accumulated deficit	(252,441)		(11,039)	(263,480)		(169,157)		(7,625)	(176,782)
Total stockholders' equity	70,281		(11,039)	59,242		114,108		(7,625)	106,483
Total liabilities and stockholders' equity	$	88,976	—	$	88,976	$	130,088	—	$	130,088


	As of September 30, 2023					As of September 30, 2022
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Assets
Current assets
Cash and cash equivalents	$	53,477	—	$	53,477	$	101,602	—	$	101,602
Marketable securities	—		—	—		—		—	—
Prepaid expenses and other current assets	3,081		—	3,081		5,895		—	5,895
Total current assets	56,558		—	56,558		107,497		—	107,497
Property and equipment, net	14,469		—	14,469		4,517		—	4,517
Other assets	3,660		—	3,660		4,225		—	4,225
Total assets	$	74,687	—	$	74,687	$	116,239	—	$	116,239
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	2,921	—	$	2,921	$	6,460	—	$	6,460
Accrued expenses and other current liabilities	6,399		8,594	14,993		8,004		9,616	17,620
Operating lease obligations	540		—	540		443		—	443
Current portion of long term debt	1,276		—	1,276		—		—	—
Total current liabilities	11,136		8,594	19,730		14,907		9,616	24,523
Non-current liabilities
Operating lease obligations, less current portion	3,164		—	3,164		3,764		—	3,764
Long term debt, net	1,495		—	1,495		2,265		—	2,265
Other non-current liabilities	497		—	497		—		—	—
Total non-current liabilities	5,156		—	5,156		6,029		—	6,029
Total liabilities	16,292		8,594	24,886		20,936		9,616	30,552
Commitments and contingencies
Stockholders' equity
Convertible preferred stock
Series A	—		—	—		—		—	—
Series B	1		—	1		1		—	1
Common stock	2,566		—	2,566		2,168		—	2,168
Treasury stock	(48)		—	(48)		(48)		—	(48)
Additional paid-in capital	322,452		—	322,452		284,231		—	284,231
Accumulated other comprehensive income	27		—	27		30		—	30
Accumulated deficit	(266,603)		(8,594)	(275,197)		(191,079)		(9,616)	(200,695)
Total stockholders' equity	58,395		(8,594)	49,801		95,303		(9,616)	85,687
Total liabilities and stockholders' equity	$	74,687	—	$	74,687	$	116,239	—	$	116,239


	For the Three Months Ended
	March 31, 2023					March 31, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	443	$	443	$	—	500	$	500
Total revenue	—		443	443		—		500	500
Operating expenses
Research and development	9,558		614	10,172		7,915		1,478	9,393
General and administrative	8,193		113	8,306		10,119		18	10,137
Total operating expenses	17,751		727	18,478		18,034		1,496	19,530
Loss from operations	(17,751)		(284)	(18,035)		(18,034)		(996)	(19,030)
Other income (expense), net	1,253		(544)	709		15		—	15
Net loss	$	(16,498)	(828)	$	(17,326)	$	(18,019)	(996)	$	(19,015)
Other comprehensive income (loss)
Foreign currency translation adjustment	(1)		—	(1)		—		—	—
Comprehensive loss	$	(16,499)	(828)	$	(17,327)	$	(18,019)	(996)	$	(19,015)

Shares used in calculating net loss per common share — basic and diluted	225,523,627		—	225,523,627		205,693,498		—	205,693,498
Net loss per share of common stock — basic and diluted	$	(0.07)	(0.01)	$	(0.08)	$	(0.09)	—	$	(0.09)


	For the Three Months Ended
	June 30, 2023					June 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	485	$	485	$	—	643	$	643
Total revenue	—		485	485		—		643	643
Operating expenses
Research and development	14,169		405	14,574		9,007		2,595	11,602
General and administrative	9,564		(113)	9,451		10,558		59	10,617
Total operating expenses	23,733		292	24,025		19,565		2,654	22,219
Loss from operations	(23,733)		193	(23,540)		(19,565)		(2,011)	(21,576)
Other income (expense), net	808		(333)	475		94		—	94
Net loss	$	(22,925)	(140)	$	(23,065)	$	(19,471)	(2,011)	$	(21,482)
Other comprehensive income (loss)
Foreign currency translation adjustment	(2)		—	(2)		10		—	10
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(22,928)	(140)	$	(23,068)	$	(19,461)	(2,011)	$	(21,472)

Shares used in calculating net loss per common share — basic and diluted	238,311,498		—	238,311,498		215,862,977		—	215,862,977
Net loss per share of common stock — basic and diluted	$	(0.10)	—	$	(0.10)	$	(0.09)	(0.01)	$	(0.10)


	For the Six Months Ended
	June 30, 2023					June 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	928	$	928	$	—	1,143	$	1,143
Total revenue	—		928	928		—		1,143	1,143
Operating expenses
Research and development	23,727		1,019	24,746		16,922		4,073	20,995
General and administrative	17,757		—	17,757		20,677		77	20,754
Total operating expenses	41,484		1,019	42,503		37,599		4,150	41,749
Loss from operations	(41,484)		(91)	(41,575)		(37,599)		(3,007)	(40,606)
Other income (expense), net	2,061		(877)	1,184		109		—	109
Net loss	$	(39,423)	(968)	$	(40,391)	$	(37,490)	(3,007)	$	(40,497)
Other comprehensive income (loss)
Foreign currency translation adjustment	(3)		—	(3)		10		—	10
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(39,427)	(968)	$	(40,395)	$	(37,480)	(3,007)	$	(40,487)

Shares used in calculating net loss per common share — basic and diluted	231,952,888		—	231,952,888		210,806,330		—	210,806,330
Net loss per share of common stock — basic and diluted	$	(0.17)	—	$	(0.17)	$	(0.18)	(0.01)	$	(0.19)


	For the Three Months Ended
	September 30, 2023					September 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	3,699	$	3,699	$	—	466	$	466
Total revenue	—		3,699	3,699		—		466	466
Operating expenses
Research and development	6,342		706	7,048		15,622		2,315	17,937
General and administrative	9,082		—	9,082		7,497		142	7,639
Total operating expenses	15,424		706	16,130		23,119		2,457	25,576
Loss from operations	(15,424)		2,993	(12,431)		(23,119)		(1,991)	(25,110)
Other income (expense), net	1,262		(548)	714		1,197		—	1,197
Net loss	$	(14,162)	2,445	$	(11,717)	$	(21,922)	(1,991)	$	(23,913)
Other comprehensive income (loss)
Foreign currency translation adjustment	5		—	5		20		—	20
Unrealized gain (loss) on marketable securities	—		—	—		—		—	—
Comprehensive loss	$	(14,157)	2,445	$	(11,712)	$	(21,902)	(1,991)	$	(23,893)

Shares used in calculating net loss per common share — basic and diluted	256,492,558		—	256,492,558		216,591,011		—	216,591,011
Net loss per share of common stock — basic and diluted	$	(0.06)	0.01	$	(0.05)	$	(0.10)	(0.01)	$	(0.11)


	For the Nine Months Ended
	September 30, 2023					September 30, 2022
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Collaborative arrangement revenue	$	—	4,627	$	4,627	$	—	1,609	$	1,609
Total revenue	—		4,627	4,627		—		1,609	1,609
Operating expenses
Research and development	30,069		1,725	31,794		32,544		6,388	38,932
General and administrative	26,839		—	26,839		28,174		219	28,393
Total operating expenses	56,908		1,725	58,633		60,718		6,607	67,325
Loss from operations	(56,908)		2,902	(54,006)		(60,718)		(4,998)	(65,716)
Other income (expense), net	3,323		(1,425)	1,898		1,306		—	1,306
Net loss	$	(53,585)	1,477	$	(52,108)	$	(59,412)	(4,998)	$	(64,410)
Other comprehensive income (loss)
Foreign currency translation adjustment	2		—	2		30		—	30
Unrealized gain (loss) on marketable securities	(1)		—	(1)		—		—	—
Comprehensive loss	$	(53,584)	1,477	$	(52,107)	$	(59,382)	(4,998)	$	(64,380)

Shares used in calculating net loss per common share — basic and diluted	240,222,667		—	240,222,667		212,755,746		—	212,755,746
Net loss per share of common stock — basic and diluted	$	(0.22)	—	$	(0.22)	$	(0.28)	(0.02)	$	(0.30)


	For the Nine Months Ended September 30, 2022
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2021 (As Reported)	7	$	—	54,745	$	1	199,502,183	$	1,995	$	(48)	$	225,537	$	—	$	(131,667)	$	95,818
Stock-based compensation expense	—	—		—	—		—	—		—		3,299		—		—		3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		277,323	3		—		177		—		—		180
Issuance of common stock for capital raises, net	—	—		—	—		15,973,420	160		—		49,691		—		—		49,851
Net loss	—	—		—	—		—	—		—		—		—		(18,019)		(18,019)
Balance March 31, 2022 (As Reported)	7	$	—	54,745	$	1	215,752,926	$	2,158	$	(48)	$	278,704	$	—	$	(149,686)	$	131,129
Stock-based compensation expense	—	—		—	—		—	—		—		2,079		—		—		2,079
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		515,221	5		—		356		—		—		361
Series A convertible preferred stock conversion	(7)	—		—	—		3,115	—		—		—		—		—		—
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		10		—		10
Net loss	—	—		—	—		—	—		—		—		—		(19,471)		(19,471)
Balance June 30, 2022 (As Reported)	—	$	—	54,745	$	1	216,271,262	$	2,163	$	(48)	$	281,139	$	10	$	(169,157)	$	114,108
Stock-based compensation expense	—	—		—	—		—	—		—		2,495		—		—		2,495
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		538,675	5		—		597		—		—		602
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		20		—		20
Net loss	—	—		—	—		—	—		—		—		—		(21,922)		(21,922)
Balance September 30, 2022 (As Reported)	—	$	—	54,745	$	1	216,809,937	$	2,168	$	(48)	$	284,231	$	30	$	(191,079)	$	95,303


	For the Nine Months Ended September 30, 2022
	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
Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments	Shares	Amount	Shares	Amount	Shares	Amount
Balance December 31, 2021	—	—	—	—	—	—	—	—	—	$	(4,618)	$	(4,618)
Net loss	—	—	—	—	—	—	—	—	—	(996)		(996)
Balance March 31, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(5,614)	$	(5,614)
Net loss	—	—	—	—	—	—	—	—	—	(2,011)		(2,011)
Balance June 30, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(7,625)	$	(7,625)
Net loss	—	—	—	—	—	—	—	—	—	(1,991)		(1,991)
Balance at September 30, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(9,616)	$	(9,616)


	For the Nine Months Ended September 30, 2022
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2021 (As Restated)	7	$	—	54,745	$	1	199,502,183	$	1,995	$	(48)	$	225,537	$	—	$	(136,285)	$	91,200
Stock-based compensation expense	—	—		—	—		—	—		—		3,299		—		—		3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		277,323	3		—		177		—		—		180
Issuance of common stock for capital raises, net	—	—		—	—		15,973,420	160		—		49,691		—		—		49,851
Net loss	—	—		—	—		—	—		—		—		—		(19,015)		(19,015)
Balance March 31, 2022 (As Restated)	7	$	—	54,745	$	1	215,752,926	$	2,158	$	(48)	$	278,704	$	—	$	(155,300)	$	125,515
Stock-based compensation expense	—	—		—	—		—	—		—		2,079		—		—		2,079
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		515,221	5		—		356		—		—		361
Series A convertible preferred stock conversion	(7)	—		—	—		3,115	—		—		—		—		—		—
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		10		—		10
Net loss	—	—		—	—		—	—		—		—		—		(21,482)		(21,482)
Balance June 30, 2022 (As Restated)	—	—		54,745	1		216,271,262	2,163		(48)		281,139		10		(176,782)		106,483
Stock-based compensation expense	—	—		—	—		—	—		—		2,495		—		—		2,495
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		538,675	5		—		597		—		—		602
Other Comprehensive income (loss)	—	—		—	—		—	—		—		—		20		—		20
Net loss	—	—		—	—		—	—		—		—		—		(23,913)		(23,913)
Balance September 30, 2022 (As Restated)	—	$	—	54,745	$	1	216,809,937	$	2,168	$	(48)	$	284,231	$	30	$	(200,695)	$	85,687


	For the Nine Months Ended September 30, 2023
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2022 (As Reported)	—	$	—	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 March 31, 2023 (As Reported)	—	$	—	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 June 30, 2023 (As Reported)	—	$	—	54,745	$	1	256,608,552	$	2,566	$	(48)	$	320,181	$	22	$	(252,441)	$	70,281
Stock-based compensation expense	—	—		—	—		—	—		—		2,174		—		—		2,174
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		12,935	—		—		97		—		—		97
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—	—		—		—		—		(14,162)		(14,162)
Balance September 30, 2023 (As Reported)	—	$	—	54,745	$	1	256,621,487	$	2,566	$	(48)	$	322,452	$	27	$	(266,603)	$	58,395


	For the Nine Months Ended September 30, 2023
	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
Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments	Shares	Amount	Shares	Amount	Shares	Amount
Balance December 31, 2022 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(10,071)	$	(10,071)
Net loss	—	—	—	—	—	—	—	—	—	(828)		(828)
Balance March 31, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(10,899)	$	(10,899)
Net loss	—	—	—	—	—	—	—	—	—	(140)		(140)
Balance June 30, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(11,039)	$	(11,039)
Net loss	—	—	—	—	—	—	—	—	—	2,445		2,445
Balance at September 30, 2023 (Adjustment)	—	—	—	—	—	—	—	—	—	$	(8,594)	$	(8,594)


	For the Nine Months Ended September 30, 2023
	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
Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited)	Shares	Amount		Shares	Amount		Shares	Amount
Balance December 31, 2022 (As Restated)	—	$	—	54,745	$	1	221,721,182	$	2,217	$	(48)	$	294,874	$	26	$	(223,089)	$	73,981
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	—	—		—	—		—	—		—		—		—		(17,326)		(17,326)
Balance March 31, 2023 (As Restated)	—	$	—	54,745	$	1	226,548,693	$	2,265	$	(48)	$	303,073	$	25	$	(240,415)	$	64,901
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	—	—		—	—		—	—		—		—		—		(23,065)		(23,065)
Balance June 30, 2023 (As Restated)	—	$	—	54,745	$	1	256,608,552	$	2,566	$	(48)	$	320,181	$	22	$	(263,480)	$	59,242
Stock-based compensation expense	—	—		—	—		—	—		—		2,174		—		—		2,174
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	—	—		—	—		12,935	—		—		97		—		—		97
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		5		—		5
Net loss	—	—		—	—		—	—		—		—		—		(11,717)		(11,717)
Balance September 30, 2023 (As Restated)	—	$	—	54,745	$	1	256,621,487	$	2,566	$	(48)	$	322,452	$	27	$	(275,197)	$	49,801


	Three months ended March 31,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(16,498)	(828)	$	(17,326)	$	(18,019)	(996)	$	(19,015)
Adjustments to reconcile net loss to net cash used in operating activities:			—	—				—	—
Depreciation and amortization expense	174		—	174		76		—	76
Amortization (accretion) on marketable securities	(143)		—	(143)		—		—	—
Non-cash interest expense	24		—	24		19		—	19
Non-cash lease expense	131		—	131		179		—	179
Non-cash (income) expense from collaborative arrangements, net	—		1,008	1,008		—		996	996
Stock-based compensation expense	2,689		—	2,689		3,299		—	3,299
Other	352		—	352		—		—	—
Changes in assets and liabilities:
Prepaid expenses and other current assets	(60)		—	(60)		(575)		—	(575)
Accounts payable and accrued expenses	(4,784)		(180)	(4,964)		131		—	131
Lease obligations	(125)		—	(125)		(176)		—	(176)
Net cash used in operating activities	(18,240)		—	(18,240)		(15,066)		—	(15,066)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	9,000		—	9,000		—		—	—
Purchases of property and equipment	(1,612)		—	(1,612)		(223)		—	(223)
Net cash provided by (used in) investing activities	3,441		—	3,441		(223)		—	(223)
Cash flows from financing activities
Proceeds from issuance of common stock, net	5,731		—	5,731		50,177		—	50,177
Payment of equity issuance costs	(173)		—	(173)		(75)		—	(75)
Payments of debt issuance costs	(62)		—	(62)		—		—	—
Net cash provided by financing activities	5,496		—	5,496		50,102		—	50,102
Effect of changes in exchange rate on cash and cash equivalents	(1)		—	(1)		—		—	—
Net (decrease) in cash, cash equivalents, and restricted cash	(9,304)		—	(9,304)		34,813		—	34,813
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash, cash equivalents, and restricted cash at end of period	$	68,259	—	$	68,259	$	129,922	—	$	129,922
Supplemental disclosure of non-cash investing and financing transactions:
Purchase of property and equipment	$	1,119	—	$	1,119	$	611	—	$	611
Equity issuance costs	$	—	—	$	—	$	71	—	$	71


	Six months ended June 30,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(39,423)	(968)	$	(40,391)	$	(37,490)	(3,007)	$	(40,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	348		—	348		166		—	166
Amortization (accretion) on marketable securities	(182)		—	(182)		—		—	—
Non-cash interest expense	54		—	54		38		—	38
Non-cash lease expense	265		—	265		334		—	334
Non-cash (income) expense from collaborative arrangements, net	—		1,392	1,392		—		3,007	3,007
Stock-based compensation expense	5,321		—	5,321		5,378		—	5,378
Impairment of advance for COVAXIN supply	4,074		—	4,074		—		—	—
Loss on disposal of fixed assets related to COVAXIN	363		—	363		—		—	—
Other	439		—	439		—		—	—
Changes in assets and liabilities:
Prepaid expenses and other current assets	572		—	572		132		—	132
Accounts payable and accrued expenses	(8,625)		(424)	(9,049)		2,844		—	2,844
Lease obligations	(252)		—	(252)		(265)		—	(265)
Net cash used in operating activities	(37,046)		—	(37,046)		(28,863)		—	(28,863)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	17,500		—	17,500		—		—	—
Purchases of property and equipment	(4,389)		—	(4,389)		(1,589)		—	(1,589)
Net cash provided by (used in) investing activities	9,164		—	9,164		(1,589)		—	(1,589)
Cash flows from financing activities
Proceeds from issuance of common stock, net	20,690		—	20,690		50,538		—	50,538
Payment of equity issuance costs	(222)		—	(222)		(200)		—	(200)
Proceeds from issuance of debt	500		—	500		—		—	—
Payments of debt issuance costs	(68)		—	(68)		—		—	—
Net cash provided by financing activities	20,900		—	20,900		50,338		—	50,338
Effect of changes in exchange rate on cash and cash equivalents	(3)		—	(3)		10		—	10
Net (decrease) in cash and cash equivalents	(6,985)		—	(6,985)		19,896		—	19,896
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash and cash equivalents at end of period	$	70,578	—	$	70,578	$	115,005	—	$	115,005


Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs	$	133	—	$	133	$	69	—	$	69
Purchase of property and equipment	$	2,637	—	$	2,637	$	491	—	$	491
Right-of-use assets related to operating leases	$	—	—	$	—	$	2,918	—	$	2,918


	Nine months ended September 30,
	2023					2022
Corrected Consolidated Statements of Cash Flows (Unaudited)	As previously reported		Adjustment	As Restated		As previously reported		Adjustment	As Restated
Cash flows from operating activities
Net loss	$	(53,585)	1,477	$	(52,108)	$	(59,412)	(4,998)	$	(64,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	525		—	525		307		—	307
Amortization (accretion) on marketable securities	(182)		—	(182)		—		—	—
Non-cash interest expense	87		—	87		58		—	58
Non-cash lease expense	401		—	401		463		—	463
Non-cash (income) expense from collaborative arrangements, net	—		(1,134)	(1,134)		—		4,856	4,856
Stock-based compensation expense	7,495		—	7,495		7,873		—	7,873
Impairment of advance for COVAXIN supply	4,074		—	4,074		—		—	—
Loss on disposal of fixed assets related to COVAXIN	363		—	363		—		—	—
Other	379		—	379		(673)		—	(673)
Changes in assets and liabilities:
Prepaid expenses and other current assets	132		—	132		1,888		—	1,888
Accounts payable and accrued expenses	(10,059)		(343)	(10,402)		6,592		142	6,734
Lease obligations	(382)		—	(382)		(261)		—	(261)
Net cash used in operating activities	(50,752)		—	(50,752)		(43,165)		—	(43,165)
Cash flows from investing activities
Purchases of marketable securities	(3,947)		—	(3,947)		—		—	—
Proceeds from maturities of marketable securities	17,500		—	17,500		—		—	—
Purchases of property and equipment	(7,754)		—	(7,754)		(2,433)		—	(2,433)
Repayment of note receivable	—		—	—		761		—	761
Net cash provided by (used in) investing activities	5,799		—	5,799		(1,672)		—	(1,672)
Cash flows from financing activities
Proceeds from issuance of common stock	20,788		—	20,788		51,141		—	51,141
Payment of equity issuance costs	(355)		—	(355)		(298)		—	(298)
Proceeds from issuance of debt	500		—	500		500		—	500
Payments of debt issuance costs	(68)		—	(68)		(43)		—	(43)
Net cash provided by financing activities	20,865		—	20,865		51,300		—	51,300
Effect of changes in exchange rate on cash and cash equivalents	2		—	2		30		—	30
Net (decrease) in cash and cash equivalents	(24,086)		—	(24,086)		6,493		—	6,493
Cash, cash equivalents, and restricted cash at beginning of period	77,563		—	77,563		95,109		—	95,109
Cash and cash equivalents at end of period	$	53,477	—	$	53,477	$	101,602	—	$	101,602


Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs	$	—	—	$	—	$	2	—	$	2
Purchase of property and equipment	$	1,969	—	$	1,969	$	1,231	—	$	1,231
Right-of-use assets related to operating leases	$	—	—	$	—	$	2,916	—	$	2,916
Debt issuance costs	$	—	—	$	—	$	19	—	$	19

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	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 and cell therapies and vaccines 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. Our technology pipeline includes: •Modifier Gene Therapy Platform — Based on the use of nuclear hormone receptors ("NHRs"), the Company believes its modifier gene therapy platform has the potential to address many retinal diseases, including rare diseases such as retinitis pigmentosa ("RP") (OCU400) and Leber congenital amaurosis ("LCA") (OCU400), with a gene-agnostic approach. We also believe our modifier gene therapy platform has the potential to address many retinal diseases, including a multifactorial dry age-related macular degeneration ("dAMD") using OCU410, which the Company believes has the potential to treat millions of patients, and Stargardt disease (OCU410ST), which is also a rare disease. The Company received clearance from FDA to initiate a Phase 3 trial for OCU400 for the treatment of RP and intends to begin dosing patients in 2Q, 2024. The Company expects to expand OCU400 Phase 3 development in LCA patients in the second half of 2024 based on Phase 1/2 study results in LCA patients and subject to alignment with the FDA. Currently both OCU410, for the treatment of GA patients, and OCU410ST, for the treatment of Stargardt patients, programs are in Phase 1/2 clinical development. •Novel Biologic Therapy for Retinal Diseases — OCU200 is a novel 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 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. The Company continues to work with the FDA to address comments to lift the clinical hold. •Regenerative Medicine Cell Therapy Platform — Our Phase 3-ready regenerative medicine cell therapy platform technology, which includes NeoCart (autologous chondrocyte-derived neocartilage), is being developed for the repair of knee cartilage injuries in adults. The Company received concurrence from the FDA on the confirmatory Phase 3 trial design and has completed renovating an existing facility into a current Good Manufacturing Practice ("GMP") facility to support clinical study and initial commercial launch. •Inhaled Mucosal Vaccine Platform — The Company's next-generation, inhaled mucosal vaccine platform includes OCU500, a COVID-19 vaccine; OCU510, a seasonal quadrivalent flu vaccine; and OCU520, a combination quadrivalent seasonal flu and COVID-19 vaccine. The Company is conducting IND enabling and product development activities for our OCU500 product and planning to submit an IND in 2024. The Company is currently collaborating with the National Institute of Allergy and Infectious Diseases ("NIAID") for early clinical studies for the OCU500 program. The Company expects OCU500 clinical trials to begin mid-2024. The Company is continuing discussions with relevant government agencies regarding developmental funding for our OCU510 and OCU520 platforms. 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 $63.1 million and $86.8 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had an accumulated deficit of $286.2 million and cash and cash equivalents totaling $39.5 million. This amount will not meet the Company's capital requirements over the next 12 months after the date that the consolidated financial statements are issued. The Company believes that its cash and cash equivalents will enable it to fund its operations into the fourth quarter of 2024. 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 wrong, 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, expenses, and uncertainties frequently encountered by companies in its industry. The Company intends to continue its research, development, and commercialization efforts for its product candidates, which 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 may be a negative impact on the financial viability of the Company. The Company is currently exploring 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. Failure to generate sufficient cash flows from operations, raise additional capital, or appropriately manage certain discretionary spending, could have a material adverse effect on the Company's ability to achieve its intended business objectives. 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 consolidated financial statements are issued. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Convertible preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	295,000,000	295,000,000
Common stock, shares issued (in shares)	256,688,304	221,721,182
Common stock, shares outstanding (in shares)	256,566,804	221,599,682
Treasury stock (in shares)	121,500	121,500
Series A Convertible Preferred Stock
Convertible preferred stock, shares issued (in shares)	0	0
Convertible preferred stock, shares outstanding (in shares)	0	0
Series B Convertible Preferred Stock
Convertible preferred stock, shares issued (in shares)	54,745	54,745
Convertible preferred stock, shares outstanding (in shares)	54,745	54,745

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense were as follows (in thousands):


	Year ended December 31,
	2023		2022
Operating lease cost	$	784	$	774
Variable lease cost	342		158
Total lease cost	$	1,126	$	932

Supplemental information related to leases was as follows:


	Year ended December 31,
	2023		2022
Weighted-average remaining lease terms (years)	7.0		6.3
Weighted-average discount rate	9.3	%	6.4	%

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows (in thousands):


	As of December 31,
	2023		2022
Right-of-use assets, net	$	3,944	$	3,910

Current lease obligations	$	574	$	498
Non-current lease obligations	3,567		3,587
Total lease liabilities	$	4,141	$	4,085

Schedule of Future Minimum Base Rent Payments

Future minimum base rent payments are approximately as follows (in thousands):


For the years ending December 31,	Amount
2024	$	787
2025	810
2026	835
2027	858
2028	884
Thereafter	1,658
Total	$	5,832
Less: present value adjustment	(1,691)
Present value of minimum lease payments	$	4,141

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (11,717)	$ (23,065)	$ (17,326)	$ (23,913)	$ (21,482)	$ (19,015)	$ (40,391)	$ (40,497)	$ (52,108)	$ (64,410)	$ (63,078)	$ (86,804)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Schedule of Expected Useful Lives by Major Asset (Details)	Dec. 31, 2023
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years

Marketable Securities

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The Company's marketable securities matured during the year ended December 31, 2023. The following table provides the amortized cost basis and fair value of the Company's available-for-sale investments as of December 31, 2022 by security type as reflected on the consolidated balance sheets (in thousands):


	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

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 58,324	$ 48,812
Capital loss carryforwards	7,298	7,298
Start-up costs	9,699	9,699
Accruals and reserves	276	629
Intellectual property	4,565	5,057
Stock-based compensation	2,873	2,150
Capitalization of research and development expense	18,702	12,571
Deferred revenue	1,293	2,799
Tax credits	9,324	6,655
Lease liabilities	977	1,029
Total deferred tax assets	113,331	96,699
Valuation allowance	(112,413)	(95,724)
Deferred tax assets, net of valuation allowance	918	975
Deferred tax liabilities:
Lease right-of-use assets	(918)	(975)
Net deferred tax assets	$ 0	$ 0

Equity (Details) $ / shares in Units, $ in Thousands, vaccine_dose in Millions, shares in Millions		1 Months Ended			3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 18, 2021 USD ($) vaccine_dose	May 31, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Feb. 28, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Mar. 01, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Issuance costs					$ 173	$ 75	$ 222	$ 200	$ 355	$ 298	$ 355	$ 549
Convertible preferred stock, par value (in USD per share) \| $ / shares											$ 0.01	$ 0.01
Series B Convertible Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Preferred stock issued			$ 1		$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 5,000
Preferred stock, outstanding												$ 4,100
Series B Convertible Preferred Stock \| Level 3 \| Discount Rate
Subsidiary, Sale of Stock [Line Items]
Preferred stock, measurement input													0.15
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares) \| shares		30.0		16.0
Price per share (in USD per share) \| $ / shares		$ 0.50		$ 3.13
Proceeds from sale of stock		$ 14,800		$ 49,800
At-The-Market Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares) \| shares											4.5
Proceeds from sale of stock											$ 5,600
Aggregate gross number of shares that may be issued in transaction, value			$ 160,000
Issuance costs											$ 200
COVAXIN Preferred Stock Purchase Agreement \| Series B Convertible Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Agreement to sell, number of shares issued in transaction (in shares) \| shares														0.1
Convertible preferred stock, par value (in USD per share) \| $ / shares														$ 0.01
Agreement to sell, price per share (in USD per share) \| $ / shares														$ 109.60
Advance payment amount	$ 6,000
Conversion ratio (in shares)														10
Supply agreement, number of doses \| vaccine_dose	10.0

Operating Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Operating Leases

The Company has commitments under operating leases for office, laboratory, and future manufacturing space in Malvern, Pennsylvania. The Company's corporate headquarters lease has initial terms of approximately seven years and includes options to extend the lease for up to 10 years. The Company's current GMP facility lease has initial terms of seven years and includes an option to extend the lease for up to five years.

As of December 2023, the Company determined that it was reasonably certain that the current GMP facility’s option for extension of the lease would be exercised whereas previously this certainty did not exist. According to ASC 842-10-35-1, a lessee shall reassess the lease term if there is a significant event that is within the control of the lessee that directly affects whether the lessee is reasonably certain to exercise an option to extend the lease. The Company determined the significant event to be the completion of the renovations of the existing facility into a current GMP facility. According to ASC 842-20-35-4, a lessee shall remeasure the lease liability to reflect changes to the lease payments. A lessee shall recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. As such, the lease liability and the right-of-use asset both increased by $0.6 million. There was no change to the Statement of Operations as of December 31, 2023, as a result of this remeasurement.

As a result of the remeasurement of the lease liability and the right-of-use asset, the leasehold improvements were reassessed, and the remaining lease terms were adjusted on a prospective basis as described in ASC 842-20-35-12. There is no change to the Statement of Operations as of December 31, 2023

The components of lease expense were as follows (in thousands):


	Year ended December 31,
	2023		2022
Operating lease cost	$	784	$	774
Variable lease cost	342		158
Total lease cost	$	1,126	$	932

Supplemental balance sheet information related to leases was as follows (in thousands):


	As of December 31,
	2023		2022
Right-of-use assets, net	$	3,944	$	3,910

Current lease obligations	$	574	$	498
Non-current lease obligations	3,567		3,587
Total lease liabilities	$	4,141	$	4,085

Supplemental information related to leases was as follows:


	Year ended December 31,
	2023		2022
Weighted-average remaining lease terms (years)	7.0		6.3
Weighted-average discount rate	9.3	%	6.4	%

Future minimum base rent payments are approximately as follows (in thousands):


For the years ending December 31,	Amount
2024	$	787
2025	810
2026	835
2027	858
2028	884
Thereafter	1,658
Total	$	5,832
Less: present value adjustment	(1,691)
Present value of minimum lease payments	$	4,141

Debt - Narrative (Details) - EB-5 Loan Agreement - Loans payable - USD ($)	1 Months Ended				12 Months Ended
	May 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2016	Dec. 31, 2020	Dec. 31, 2016
Debt
Maximum borrowing	$ 20,000,000			$ 10,000,000
Borrowing increments			$ 800,000	$ 500,000
Interest rate				4.00%
Proceeds from secured lines of credit	$ 500,000	$ 500,000			$ 500,000	$ 1,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-based Compensation - Schedule of RSU Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Aggregate Intrinsic Value (In Thousands)
Aggregate intrinsic value, Vested \| $	$ 299
RSUs
Number of Shares
Beginning balance outstanding (in shares) \| shares	924,810
Granted (in shares) \| shares	3,389,933
Vested (in shares) \| shares	(281,119)
Forfeited (in shares) \| shares	(1,050,963)
Ending balance outstanding (in shares) \| shares	2,982,661
Weighted Average Grant-Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 4.12
Granted (in USD per share) \| $ / shares	1.15
Vested (in USD per share) \| $ / shares	4.31
Forfeited (in USD per share) \| $ / shares	1.55
Ending balance (in USD per share) \| $ / shares	$ 1.63
Aggregate Intrinsic Value (In Thousands)
Beginning balance \| $	$ 1,202
Aggregate intrinsic value, granted \| $	3,910
Aggregate intrinsic value, forfeited \| $	651
Ending balance \| $	$ 1,715

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Apr. 09, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-36751
Entity Registrant Name	OCUGEN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3522315
Entity Address, Address Line One	11 Great Valley Parkway
Entity Address, City or Town	Malvern,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	484
Local Phone Number	328-4701
Title of 12(b) Security	Common Stock
Trading Symbol	OCGN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction Flag	true
Document Financial Statement Restatement Recovery Analysis Flag	false
Entity Shell Company	false
Entity Public Float			$ 137.3
Entity Common Stock, Shares Outstanding		257,325,264
Documents Incorporated by Reference	Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant's proxy statement for the 2024 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant's fiscal year ended December 31, 2023.
Entity Central Index Key	0001372299
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Cost and Fair Value of the Company's Available-for-sale Investments by Security Type


	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

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities, Current [Abstract]

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 consolidated balance sheets (in thousands):


	As of December 31,
			(As Restated)
	2023		2022
Research and development	$	212	$	1,894
Clinical	84		3,310
Professional fees	580		437
Employee-related	1,791		2,752
Deferred revenue relating to collaborative arrangements	10,525		11,221
Other	151		357
Total accrued expenses and other current liabilities	$	13,343	$	19,971

License and Development Agreements (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2023	Jan. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue				$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	$ 6,036	$ 2,488
Expense incurred				7,048	14,574	10,172	17,937	11,602	9,393	24,746	20,995	31,794	38,932	39,573	56,159
NIAID Project NextGen clinical trial initiative	$ 5,000,000
Initial license issuance fee			$ 1,000
Payment annual development and commercial milestones		$ 37,000
Cancellation period, notice		90 days
Collaborative Arrangements
Disaggregation of Revenue [Line Items]
Total revenue				$ 3,699	$ 485	$ 443	$ 466	$ 643	$ 500	$ 928	$ 1,143	$ 4,627	$ 1,609	6,036	2,488
Expense incurred														5,300	9,100
Contract liability														$ 10,525	$ 11,221

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Restatement of Previously Issued Consolidated Financial Statements - Consolidated Statements of Stockholder's Equity (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 59,242	$ 64,901	$ 73,981	$ 106,483	$ 125,515	$ 91,200	$ 73,981	$ 91,200	$ 73,981	$ 91,200	$ 73,981	$ 91,200
Common stock, beginning balance (in shares)			221,599,682				221,599,682		221,599,682		221,599,682
Stock-based compensation expense	2,174	2,632	$ 2,689	2,495	2,079	3,299					$ 9,217	10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	97	10	(1)	602	361	180					124	1,262
Issuance of common stock for capital raises, net		14,767	5,559			49,851					20,326	$ 57,756
Series A convertible preferred stock conversion (in shares)												3,115
Other comprehensive income (loss)	5	(3)	(1)	20	10						(6)	$ 26
Net loss	(11,717)	(23,065)	(17,326)	(23,913)	(21,482)	(19,015)	$ (40,391)	(40,497)	$ (52,108)	(64,410)	(63,078)	(86,804)
Ending balance	$ 49,801	$ 59,242	$ 64,901	$ 85,687	$ 106,483	$ 125,515	$ 59,242	$ 106,483	$ 49,801	$ 85,687	$ 40,564	$ 73,981
Common stock, ending balance (in shares)											256,566,804	221,599,682
Series A Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)			0				0		0		0
Convertible preferred stock, ending balance (in shares)											0	0
Series B Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)			54,745				54,745		54,745		54,745
Convertible preferred stock, ending balance (in shares)											54,745	54,745
Preferred Stock \| Series A Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	0	0	0	0	7	7	0	7	0	7	0	7
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Series A convertible preferred stock conversion (in shares)					(7)							(7)
Convertible preferred stock, ending balance (in shares)	0	0	0	0	0	7	0	0	0	0	0	0
Ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Preferred Stock \| Series B Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745
Beginning balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Convertible preferred stock, ending balance (in shares)	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745
Ending balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Common Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 2,566	$ 2,265	$ 2,217	$ 2,163	$ 2,158	$ 1,995	$ 2,217	$ 1,995	$ 2,217	$ 1,995	$ 2,217	$ 1,995
Common stock, beginning balance (in shares)	256,608,552	226,548,693	221,721,182	216,271,262	215,752,926	199,502,183	221,721,182	199,502,183	221,721,182	199,502,183	221,721,182	199,502,183
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)	12,935	59,859	348,555	538,675	515,221	277,323					488,166	1,579,886
Issuance of common stock for stock option exercises and restricted stock unit vesting, net		$ 1	$ 3	$ 5	$ 5	$ 3					$ 5	$ 16
Issuance of common stock for capital raises, net (in shares)		30,000,000	4,478,956			15,973,420					34,478,956	20,635,998
Issuance of common stock for capital raises, net		$ 300	$ 45			$ 160					$ 345	$ 206
Series A convertible preferred stock conversion (in shares)					3,115
Ending balance	$ 2,566	$ 2,566	$ 2,265	$ 2,168	$ 2,163	$ 2,158	$ 2,566	$ 2,163	$ 2,566	$ 2,168	$ 2,567	$ 2,217
Common stock, ending balance (in shares)	256,621,487	256,608,552	226,548,693	216,809,937	216,271,262	215,752,926	256,608,552	216,271,262	256,621,487	216,809,937	256,688,304	221,721,182
Treasury Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)
Ending balance	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)
Additional Paid in Capital
Increase (Decrease) in Stockholders' Equity
Beginning balance	320,181	303,073	294,874	281,139	278,704	225,537	294,874	225,537	294,874	225,537	294,874	225,537
Stock-based compensation expense	2,174	2,632	2,689	2,495	2,079	3,299					9,217	10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	97	9	(4)	597	356	177					119	1,246
Issuance of common stock for capital raises, net		14,467	5,514			49,691					19,981	57,550
Ending balance	322,452	320,181	303,073	284,231	281,139	278,704	320,181	281,139	322,452	284,231	324,191	294,874
Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity
Beginning balance	22	25	26	10	0	0	26	0	26	0	26	0
Other comprehensive income (loss)	5	(3)	(1)	20	10						(6)	26
Ending balance	27	22	25	30	10	0	22	10	27	30	20	26
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Beginning balance	(263,480)	(240,415)	(223,089)	(176,782)	(155,300)	(136,285)	(223,089)	(136,285)	(223,089)	(136,285)	(223,089)	(136,285)
Net loss	(11,717)	(23,065)	(17,326)	(23,913)	(21,482)	(19,015)					(63,078)	(86,804)
Ending balance	(275,197)	(263,480)	(240,415)	(200,695)	(176,782)	(155,300)	(263,480)	(176,782)	(275,197)	(200,695)	(286,167)	(223,089)
As previously reported
Increase (Decrease) in Stockholders' Equity
Beginning balance	70,281	75,800	84,052	114,108	131,129	95,818	84,052	95,818	84,052	95,818	$ 84,052	95,818
Stock-based compensation expense	2,174	2,632	2,689	2,495	2,079	3,299						10,541
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	97	10	(1)	602	361	180						1,262
Issuance of common stock for capital raises, net		14,767	5,559			49,851						57,756
Other comprehensive income (loss)	5	(3)	(1)	20	10							26
Net loss	(14,162)	(22,925)	(16,498)	(21,922)	(19,471)	(18,019)	(39,423)	(37,490)	(53,585)	(59,412)		(81,351)
Ending balance	$ 58,395	$ 70,281	$ 75,800	$ 95,303	$ 114,108	$ 131,129	$ 70,281	$ 114,108	$ 58,395	$ 95,303		$ 84,052
As previously reported \| Preferred Stock \| Series A Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	0	0	0	0	7	7	0	7	0	7	0	7
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Series A convertible preferred stock conversion (in shares)					(7)
Convertible preferred stock, ending balance (in shares)	0	0	0	0	0	7	0	0	0	0		0
Ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
As previously reported \| Preferred Stock \| Series B Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745
Beginning balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Convertible preferred stock, ending balance (in shares)	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745	54,745		54,745
Ending balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1		$ 1
As previously reported \| Common Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 2,566	$ 2,265	$ 2,217	$ 2,163	$ 2,158	$ 1,995	$ 2,217	$ 1,995	$ 2,217	$ 1,995	$ 2,217	$ 1,995
Common stock, beginning balance (in shares)	256,608,552	226,548,693	221,721,182	216,271,262	215,752,926	199,502,183	221,721,182	199,502,183	221,721,182	199,502,183	221,721,182	199,502,183
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)	12,935	59,859	348,555	538,675	515,221	277,323
Issuance of common stock for stock option exercises and restricted stock unit vesting, net		$ 1	$ 3	$ 5	$ 5	$ 3
Issuance of common stock for capital raises, net (in shares)		30,000,000	4,478,956			15,973,420
Issuance of common stock for capital raises, net		$ 300	$ 45			$ 160
Series A convertible preferred stock conversion (in shares)					3,115
Ending balance	$ 2,566	$ 2,566	$ 2,265	$ 2,168	$ 2,163	$ 2,158	$ 2,566	$ 2,163	$ 2,566	$ 2,168		$ 2,217
Common stock, ending balance (in shares)	256,621,487	256,608,552	226,548,693	216,809,937	216,271,262	215,752,926	256,608,552	216,271,262	256,621,487	216,809,937		221,721,182
As previously reported \| Treasury Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)	$ (48)
Ending balance	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)		(48)
As previously reported \| Additional Paid in Capital
Increase (Decrease) in Stockholders' Equity
Beginning balance	320,181	303,073	294,874	281,139	278,704	225,537	294,874	225,537	294,874	225,537	294,874	225,537
Stock-based compensation expense	2,174	2,632	2,689	2,495	2,079	3,299
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	97	9	(4)	597	356	177
Issuance of common stock for capital raises, net		14,467	5,514			49,691
Ending balance	322,452	320,181	303,073	284,231	281,139	278,704	320,181	281,139	322,452	284,231		294,874
As previously reported \| Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity
Beginning balance	22	25	26	10	0	0	26	0	26	0	26	0
Other comprehensive income (loss)	5	(3)	(1)	20	10
Ending balance	27	22	25	30	10	0	22	10	27	30		26
As previously reported \| Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Beginning balance	(252,441)	(229,516)	(213,018)	(169,157)	(149,686)	(131,667)	(213,018)	(131,667)	(213,018)	(131,667)	(213,018)	(131,667)
Net loss	(14,162)	(22,925)	(16,498)	(21,922)	(19,471)	(18,019)						(81,351)
Ending balance	(266,603)	(252,441)	(229,516)	(191,079)	(169,157)	(149,686)	(252,441)	(169,157)	(266,603)	(191,079)		(213,018)
Adjustment
Increase (Decrease) in Stockholders' Equity
Beginning balance	(11,039)	(10,899)	(10,071)	(7,625)	(5,614)	(4,618)	(10,071)	(4,618)	(10,071)	(4,618)	$ (10,071)	(4,618)
Net loss	2,445	(140)	(828)	(1,991)	(2,011)	(996)	(968)	(3,007)	1,477	(4,998)		(5,453)
Ending balance	$ (8,594)	$ (11,039)	$ (10,899)	$ (9,616)	$ (7,625)	$ (5,614)	$ (11,039)	$ (7,625)	$ (8,594)	$ (9,616)		$ (10,071)
Adjustment \| Preferred Stock \| Series A Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	0	0	0	0	0	0	0	0	0	0	0	0
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Convertible preferred stock, ending balance (in shares)	0	0	0	0	0	0	0	0	0	0		0
Ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Adjustment \| Preferred Stock \| Series B Convertible Preferred Stock
Increase (Decrease) in Stockholders' Equity
Convertible preferred stock, beginning balance (in shares)	0	0	0	0	0	0	0	0	0	0	0	0
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Convertible preferred stock, ending balance (in shares)	0	0	0	0	0	0	0	0	0	0		0
Ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Adjustment \| Common Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Common stock, beginning balance (in shares)	0	0	0	0	0	0	0	0	0	0	0	0
Ending balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Common stock, ending balance (in shares)	0	0	0	0	0	0	0	0	0	0		0
Adjustment \| Treasury Stock
Increase (Decrease) in Stockholders' Equity
Beginning balance	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Ending balance	0	0	0	0	0	0	0	0	0	0		0
Adjustment \| Additional Paid in Capital
Increase (Decrease) in Stockholders' Equity
Beginning balance	0	0	0	0	0	0	0	0	0	0	0	0
Ending balance	0	0	0	0	0	0	0	0	0	0		0
Adjustment \| Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity
Beginning balance	0	0	0	0	0	0	0	0	0	0	0	0
Ending balance	0	0	0	0	0	0	0	0	0	0		0
Adjustment \| Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Beginning balance	(11,039)	(10,899)	(10,071)	(7,625)	(5,614)	(4,618)	(10,071)	(4,618)	(10,071)	(4,618)	$ (10,071)	(4,618)
Net loss	2,445	(140)	(828)	(1,991)	(2,011)	(996)						(5,453)
Ending balance	$ (8,594)	$ (11,039)	$ (10,899)	$ (9,616)	$ (7,625)	$ (5,614)	$ (11,039)	$ (7,625)	$ (8,594)	$ (9,616)		$ (10,071)

Stock-Based Compensation - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) equity_compensation_plan $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $	$ 8.6
Unrecognized compensation expense related to options outstanding, weighted average period for expense to be recognized	1 year 6 months
Number of equity compensation plans \| equity_compensation_plan	2
Weighted average grant date fair value (in USD per share) \| $ / shares	$ 0.85	$ 3.12
Options vested in period, fair value \| $	$ 8.9	$ 6.1
Proceeds from stock options exercised \| $	$ 0.1	$ 1.3
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Automatic increase in shares to be issued	4.00%
Number of shares authorized for grant (in shares)	28.4
Number of shares available for grant (in shares)	9.8
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grant (in shares)	0.8
Number of shares available for grant (in shares)	0.4

License and Development Agreements	12 Months Ended
License and Development Agreements	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
License and Development Agreements	License and Development Agreements Co-Development and Commercialization Agreement with CanSino Biologics, Inc. The Company entered into a co-development and commercialization agreement with 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 contracts (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 any of the related territories, 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 IP as well as data generated in connection with the co-development activities to be undertaken by Ocugen. 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 obligations includes but is not limited to services relate 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 require to satisfy the performance obligations under the CanSinoBIO Agreements. The Company constrained the transaction price related to certain future co-development services and future royalties, 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. The variable consideration is reevaluated at each reporting period and as changes in circumstances occur. The services provided by CanSinoBIO are recorded as incurred and the difference between the revenue and expense recognized is recorded on the Company's balance sheet as a contract liability within Accrued expenses and other current liabilities. The related revenue recognized was recorded in the consolidated statements of operations and comprehensive loss as collaborative arrangement revenue and was approximately $6.0 million and $2.5 million for the year ended December 31, 2023 and the year ended December 31, 2022, respectively. The related expense incurred for services provided by CanSinoBIO was recorded in the consolidated statements of operations and comprehensive loss as research and development expense and was approximately $5.3 million and $9.1 million for the year ended December 31, 2023 and the year ended December 31, 2022, respectively. The contract liability was $10.5 million and $11.2 million as of December 31, 2023 and December 31, 2022, respectively. Revenue recognized for the year ended December 31, 2023, that was included in the contract liabilities balances as of January 1, 2023 was approximately $6.0 million. Revenue recognized for the year ended December 31, 2022, that was included in the contract liabilities balances as of January 1, 2022, was approximately $2.5 million. NIAID Project NextGen Clinical trial support In October 2023, OCU500 was selected by the NIAID Project NextGen for inclusion in clinical trials. Project NextGen is a $5 billion multi-government agency initiative to develop the next generation of vaccines and therapeutics to combat the spread of COVID-19. NIAID, with funding from Project NextGen, will cover the full cost of the clinical trials, including operations and related analysis. Ocugen will be responsible for providing clinical trial materials and upon completion will have full right of reference to the findings, which Ocugen believes will provide clinical evidence to support the further development of the Company’s lead mucosal vaccine candidate. Exclusive License Agreement with Washington University In September 2022, the Company entered into the WU License Agreement with Washington University, pursuant to which the Company was granted an exclusive, sublicensable, royalty-bearing license to patent rights for an inhaled mucosal COVID-19 vaccine, as well as a license to certain tangible research property and technical information necessary to exploit the patent rights within the United States, Europe, and Japan. The Company paid Washington University an initial license issuance fee of $1.0 million, which was recognized as research and development expense in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2022. In January 2023, the Company amended the WU License Agreement to add the countries of South Korea, Australia, and China to the Mucosal Vaccine Territory, and in November 2023, the Company further amended the WU License Agreement to add Hong Kong to the Mucosal Vaccine Territory. The Company is required to pay Washington University an annual license maintenance fee, payments upon the achievement of certain development and commercial milestones in the aggregate amount of up to $37.0 million, and low single-digit percentage royalties on Net Sales of licensed products (as defined in the WU License Agreement). Pursuant to the WU License Agreement, the Company may make, have made, sell, offer for sale, use, market, promote, distribute, export, and import licensed products in the Mucosal Vaccine Territory. The Company will use commercially reasonable efforts to develop, manufacture, promote, and sell the licensed products in the Mucosal Vaccine Territory. Washington University maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for Washington University's out-of-pocket expenses related to the preparation, filing, prosecution, issuance, and maintenance of the licensed patent rights incurred pursuant to the WU License Agreement. The WU License Agreement will expire on a country-by-country basis and a licensed product-by-licensed product basis and end, separately in each such country and for each such licensed product, upon the latter of (a) the expiration date of the last valid claim, (b) the fifteenth (15th) anniversary of the date of the first commercial sale of a licensed product, or (c) the expiration of the last form of market exclusivity (as defined in the WU License Agreement), subject to the earlier termination of the WU License Agreement in accordance with its terms. In addition, the Company may terminate the WU License Agreement without cause by giving at least 90 days written notice. The WU License Agreement contains customary termination provisions in the event of an uncured material breach or upon certain corporate actions, including bankruptcy, receivership, or liquidation. Exclusive License Agreement with The Schepens Eye Research Institute, Inc. In December 2017, the Company entered into an exclusive license agreement with The Schepens Eye Research Institute, Inc. ("SERI"), which was amended in January 2021 (as so amended, the "SERI Agreement"). The SERI Agreement gives the Company an exclusive, worldwide, sublicensable license to patent rights, biological materials, and technical information for NHR genes Nuclear Receptor Subfamily 1 Group D Member 1 ("NR1D1"), NR2E3 (OCU400), RORA (OCU410 and OCU410ST), Nuclear Protein 1, Transcriptional Regulator ("NUPR1"), and Nuclear Receptor Subfamily 2 Group C Member 1 ("NR2C1"). The January 2021 amendment to the SERI Agreement additionally granted the Company rights in co-owned intellectual property pursuant to certain patents and provisional patents at the time of the amendment. Under the SERI Agreement, the Company may make, have made, use, offer to sell, sell, and import licensed products, and must use commercially reasonable efforts to bring one or more licensed products to market as soon as reasonably practicable. SERI maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for SERI's out-of-pocket expenses related to the filing, prosecution, and maintenance of the licensed patent rights. In the event that SERI decides to discontinue the prosecution or maintenance of the licensed patent rights, the Company has the right, but not the obligation, to file for, or continue to prosecute, maintain, or enforce such licensed patent rights. The Company has assumed prosecution of certain licensed patent rights under the SERI Agreement. Exclusive License Agreement with the University of Colorado In March 2014, the Company entered into an exclusive license agreement with the University of Colorado ("CU"), which was amended in January 2017 and clarified by a letter of understanding in November 2017 (as so amended and clarified, the "CU Agreement"). The CU Agreement gives the Company an exclusive, worldwide, sublicensable license to patents for OCU200 to make, have made, use, import, offer to sell, sell, have sold, and practice the licensed products in all therapeutic applications. Under the CU Agreement, the Company must use commercially reasonable efforts to develop, manufacture, sublicense, market, and sell the licensed products, and has assumed primary responsibility for preparing, filing, and prosecuting broad patent claims for OCU200 for CU's benefit. Further, the Company assumed primary responsibility for all patent activities, including all costs associated with the perfection and maintenance of the patents for OCU200. License Agreement with Purpose Co. Ltd. In December 2005, Histogenics Corporation ("Histogenics") entered into an exclusive agreement (the "Purpose Agreement") to sublicense certain technology from Purpose Co. Ltd. ("Purpose"), which the Company assumed as a result of its reverse merger with Histogenics. Purpose entered into the original license agreement ("BWH-Purpose Agreement") with Brigham and Women's Hospital, Inc. ("BWH") in August 2001. The BWH-Purpose Agreement granted Purpose an exclusive, royalty-bearing, worldwide, sublicensable license, under its rights in licensed patents and patent applications co-owned by BWH and Purpose to make, use, and sell (1) an apparatus for cultivating a cell or tissue, (2) cell or tissue products made using such apparatus, (3) cell or tissue products made using processes for cultivating a cell or tissue as disclosed in the licensed patents and patent applications, and (4) any apparatus that cultivates cells or tissues using such processes, in each case, whose manufacture, use, or sale is covered by a valid claim of the licensed patents and patent applications, only for therapeutic use. The Purpose Agreement was amended and restated in June 2012, pursuant to which Purpose granted Histogenics outside of Japan: (i) exclusive rights to all of Purpose's technology (owned or licensed) related to the exogenous tissue processors, which is used in the development of NeoCart, (ii) continued supply of exogenous tissue processors, and (iii) rights to manufacture the exogenous tissue processors at any location the Company chooses. In exchange for such consideration, Purpose was granted an exclusive license in Japan for the use of all of the Company's NeoCart technology and was reimbursed for development costs on a multi-unit exogenous tissue processor. In May 2016, the Purpose Agreement was amended, whereby Histogenics reacquired the development and commercialization rights to NeoCart in Japan. The Purpose Agreement, as amended, provides the Company with the ability, worldwide, to (i) use, make, have made, sell, offer for sale, import or otherwise exploit products or services covered by claims of Purpose's patents and (ii) use, reproduce, modify, create derivative works of and otherwise exploit Purpose's technology for the design, development, manufacture, testing, support, and commercialization of any product or service that incorporates or builds upon Purpose's technology, in each case, only in connection with articular cartilage, ligaments, tendons, and meniscus. Purpose retains the right to sell its single unit exogenous tissue processer machines to research institutes for general but noncommercial use anywhere in the world.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based compensation expense for stock options and RSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year ended December 31,
	2023		2022
General and administrative	$	6,876	$	7,777
Research and development	2,341		2,764
Total	$	9,217	$	10,541

As of December 31, 2023, the Company had $8.6 million of unrecognized stock-based compensation expense related to stock options and RSUs outstanding, which is expected to be recognized over a weighted average period of 1.5 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, 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 December 31, 2023, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 28.4 million equity awards in respect to the Company's common stock, respectively. The 2014 Plan and 2019 Plan have 0.4 million and 9.8 million equity awards remaining available for future grant, respectively, as of December 31, 2023. In addition to stock options 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.

Stock Options to Purchase Common Stock

The assumptions utilized in the fair value calculations for stock options as of December 31, 2023 and 2022 were as follows:


	Year ended December 31,
	2023	2022
Weighted average expected option term (years)	5.9	5.9
Range of expected stock price volatility	103% – 109%	106% – 110%
Weighted average expected stock price volatility	106%	107%
Range of risk-free interest rate	3.5% – 4.4%	1.4% – 4.2%
Expected dividend rate	0%	0%

The following table summarizes the 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, 2022	10,851,287	$	2.95	8.30	$	1,385
Granted	5,042,621	1.03			2
Exercised	(295,000)	0.40			168
Forfeited	(2,437,680)	2.37			9
Options outstanding at December 31, 2023	13,161,228	$	2.38	7.86	$	337
Options exercisable at December 31, 2023	6,578,928	$	2.74	7.12	$	204

The weighted average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 were $0.85 and $3.12, respectively. The total fair value of stock options vested during the years ended December 31, 2023 and 2022 were $8.9 million and $6.1 million, respectively. During the years ended December 31, 2023 and 2022, the Company received $0.1 million and $1.3 million of cash proceeds from the exercises of stock options, respectively.

RSUs

The following table summarizes the RSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value (In Thousands)
RSUs outstanding at December 31, 2022	924,810	$	4.12	$	1,202
Granted	3,389,933	1.15		3,910
Vested	(281,119)	4.31		299
Forfeited	(1,050,963)	1.55		651
RSUs outstanding at December 31, 2023	2,982,661	$	1.63	$	1,715

Warrants	12 Months Ended
Warrants	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	Warrants Canada Warrants In July 2021, the Company entered into a consulting agreement with regard to the Company's Canadian operations (the "Canada Consulting Agreement"). Compensation under the Canada Consulting Agreement included the issuance of warrants to purchase up to 0.2 million shares of the Company's common stock (the "Canada Warrants") and cash payments of up to $3.0 million, both dependent upon the achievement of certain milestones related to COVAXIN. The Canada Warrants were issued on July 15, 2021, have an exercise price of $6.36 per share, and were accounted for in accordance with ASC 718. In connection with the Company's decision to terminate the COVAXIN program, the Canada Consulting Agreement and the Canada Warrants were terminated by mutual agreement in June 2023. OpCo Warrants Beginning in 2016, Ocugen OpCo, Inc., the Company's wholly owned subsidiary "OpCo" issued warrants to purchase the Company's common stock (the "OpCo Warrants"). As of December 31, 2023 and 2022, 0.6 million OpCo Warrants were outstanding. As of December 31, 2023, the outstanding OpCo Warrants had a weighted-average exercise price of $6.23 per share and expire between 2026 and 2027.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 39,462	$ 53,477	$ 70,578	$ 68,259	$ 77,563	$ 101,602	$ 115,005	$ 129,771
Marketable securities	0	0	0	8,462	13,371	0	0	0
Prepaid expenses and other current assets	3,509	3,081	2,874	7,680	7,558	5,895	7,564	8,256
Total current assets	42,971	56,558	73,452	84,401	98,492	107,497	122,569	138,027
Property and equipment, net	17,290	14,469	11,720	7,952	6,053	4,517	3,153	1,921
Other assets	4,286	3,660	3,804	3,946	4,087	4,225	4,366	1,628
Total assets	64,547	74,687	88,976	96,299	108,632	116,239	130,088	141,727
Current liabilities
Accounts payable	3,172	2,921	3,881	8,092	8,062	6,460	5,921	3,896
Accrued expenses and other current liabilities	13,343	14,993	18,826	16,722	19,971	17,620	11,728	9,151
Operating lease obligations	574	540	526	512	498	443	314	254
Total current liabilities	17,089	19,730	24,499	26,582	28,531	24,523	17,963	13,301
Non-current liabilities
Operating lease obligations, less current portion	3,567	3,164	3,308	3,449	3,587	3,764	3,892	1,180
Long term debt, net	2,800	1,495	1,472	1,058	2,289	2,265	1,750	1,731
Other non-current liabilities	527	497	455	309	244	0	0	0
Total non-current liabilities	6,894	5,156	5,235	4,816	6,120	6,029	5,642	2,911
Total liabilities	23,983	24,886	29,734	31,398	34,651	30,552	23,605	16,212
Commitments and contingencies (Note 15)
Stockholders' equity
Common stock; $0.01 par value; 295,000,000 shares authorized; 256,688,304 and 221,721,182 shares issued, and 256,566,804 and 221,599,682 shares outstanding at December 31, 2023 and 2022, respectively	2,567	2,566	2,566	2,265	2,217	2,168	2,163	2,158
Treasury stock, at cost, 121,500 shares at December 31, 2023 and 2022	(48)	(48)	(48)	(48)	(48)	(48)	(48)	(48)
Additional paid-in capital	324,191	322,452	320,181	303,073	294,874	284,231	281,139	278,704
Accumulated other comprehensive income	20	27	22	25	26	30	10	0
Accumulated deficit	(286,167)	(275,197)	(263,480)	(240,415)	(223,089)	(200,695)	(176,782)	(155,300)
Total stockholders' equity	40,564	49,801	59,242	64,901	73,981	85,687	106,483	125,515	$ 91,200
Total liabilities and stockholders' equity	64,547	74,687	88,976	96,299	108,632	116,239	130,088	141,727
Series A Convertible Preferred Stock
Stockholders' equity
Preferred stock issued	0	0	0	0	0	0	0	0
Series B Convertible Preferred Stock
Stockholders' equity
Preferred stock issued	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 5,000

Restatement of Previously Issued Consolidated Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (11,717)	$ (23,065)	$ (17,326)	$ (23,913)	$ (21,482)	$ (19,015)	$ (40,391)	$ (40,497)	$ (52,108)	$ (64,410)	$ (63,078)	$ (86,804)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			174			76	348	166	525	307	704	480
Amortization (accretion) on marketable securities			(143)			0	(182)	0	(182)	0	(182)	(99)
Non-cash interest expense			24			19	54	38	87	58	116	83
Non-cash lease expense			131			179	265	334	401	463	538	593
Non-cash (income) expense from collaborative arrangements, net			1,008			996	1,392	3,007	(1,134)	4,856	(696)	6,603
Stock-based compensation expense			2,689			3,299	5,321	5,378	7,495	7,873	9,217	10,541
Impairment of advance for COVAXIN supply							4,074	0	4,074	0	4,074	0
Loss on disposal of fixed assets related to COVAXIN							363	0	363	0	363	0
Other			352			0	439	0	379	(673)	46	(671)
Changes in assets and liabilities:
Increase (Decrease) in Prepaid Expense and Other Assets			(60)			(575)	572	132	132	1,888	(296)	91
Accounts payable and accrued expenses			4,964			(131)	9,049	(2,844)	10,402	(6,734)	12,343	(9,487)
Lease obligations			(125)			(176)	(252)	(265)	(382)	(261)	(517)	(383)
Net cash used in operating activities			(18,240)			(15,066)	(37,046)	(28,863)	(50,752)	(43,165)	(62,054)	(60,079)
Cash flows from investing activities
Purchases of marketable securities			(3,947)			0	(3,947)	0	(3,947)	0	(3,947)	(13,271)
Proceeds from maturities of marketable securities			9,000			0	17,500	0	17,500	0	17,500	0
Purchases of property and equipment			(1,612)			(223)	(4,389)	(1,589)	(7,754)	(2,433)	(10,476)	(4,457)
Repayment of note receivable									0	761	0	761
Net cash provided by (used in) investing activities			3,441			(223)	9,164	(1,589)	5,799	(1,672)	3,077	(16,967)
Cash flows from financing activities
Proceeds from issuance of common stock			5,731			50,177	20,690	50,538	20,788	51,141	20,804	59,567
Payment of equity issuance costs			(173)			(75)	(222)	(200)	(355)	(298)	(355)	(549)
Proceeds from issuance of debt							500	0	500	500	500	500
Payments of debt issuance costs			(62)			0	(68)	0	(68)	(43)	(68)	(43)
Net cash provided by financing activities			5,496			50,102	20,900	50,338	20,865	51,300	20,881	59,475
Effect of changes in exchange rate on cash and cash equivalents			(1)			0	(3)	10	2	30	(5)	25
Net (decrease) in cash and cash equivalents			(9,304)			34,813	(6,985)	19,896	(24,086)	6,493	(38,101)	(17,546)
Cash, cash equivalents, and restricted cash at beginning of period	70,578	68,259	77,563	115,005	129,922	95,109	77,563	95,109	77,563	95,109	77,563	95,109
Cash and cash equivalents at end of period	53,477	70,578	68,259	101,602	115,005	129,922	70,578	115,005	53,477	101,602	39,462	77,563
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs			0			71	133	69	0	2
Purchase of property and equipment			1,119			611	2,637	491	1,969	1,231	2,189	911
Right-of-use assets related to operating leases							0	2,918	0	2,916	572	2,916
Debt issuance costs									0	19	0	37
As previously reported
Cash flows from operating activities
Net loss	(14,162)	(22,925)	(16,498)	(21,922)	(19,471)	(18,019)	(39,423)	(37,490)	(53,585)	(59,412)		(81,351)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			174			76	348	166	525	307
Amortization (accretion) on marketable securities			(143)			0	(182)	0	(182)	0
Non-cash interest expense			24			19	54	38	87	58
Non-cash lease expense			131			179	265	334	401	463
Non-cash (income) expense from collaborative arrangements, net			0			0	0	0	0	0		0
Stock-based compensation expense			2,689			3,299	5,321	5,378	7,495	7,873
Impairment of advance for COVAXIN supply							4,074	0	4,074	0
Loss on disposal of fixed assets related to COVAXIN							363	0	363	0
Other			352			0	439	0	379	(673)		479
Changes in assets and liabilities:
Increase (Decrease) in Prepaid Expense and Other Assets			(60)			(575)	572	132	132	1,888
Accounts payable and accrued expenses			4,784			(131)	8,625	(2,844)	10,059	(6,592)
Lease obligations			(125)			(176)	(252)	(265)	(382)	(261)
Net cash used in operating activities			(18,240)			(15,066)	(37,046)	(28,863)	(50,752)	(43,165)		(60,079)
Cash flows from investing activities
Purchases of marketable securities			(3,947)			0	(3,947)	0	(3,947)	0
Proceeds from maturities of marketable securities			9,000			0	17,500	0	17,500	0
Purchases of property and equipment			(1,612)			(223)	(4,389)	(1,589)	(7,754)	(2,433)
Repayment of note receivable									0	761
Net cash provided by (used in) investing activities			3,441			(223)	9,164	(1,589)	5,799	(1,672)
Cash flows from financing activities
Proceeds from issuance of common stock			5,731			50,177	20,690	50,538	20,788	51,141
Payment of equity issuance costs			(173)			(75)	(222)	(200)	(355)	(298)
Proceeds from issuance of debt							500	0	500	500
Payments of debt issuance costs			(62)			0	(68)	0	(68)	(43)
Net cash provided by financing activities			5,496			50,102	20,900	50,338	20,865	51,300
Effect of changes in exchange rate on cash and cash equivalents			(1)			0	(3)	10	2	30
Net (decrease) in cash and cash equivalents			(9,304)			34,813	(6,985)	19,896	(24,086)	6,493
Cash, cash equivalents, and restricted cash at beginning of period	70,578	68,259	77,563	115,005	129,922	95,109	77,563	95,109	77,563	95,109	77,563	95,109
Cash and cash equivalents at end of period	53,477	70,578	68,259	101,602	115,005	129,922	70,578	115,005	53,477	101,602		77,563
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs			0			71	133	69	0	2
Purchase of property and equipment			1,119			611	2,637	491	1,969	1,231
Right-of-use assets related to operating leases							0	2,918	0	2,916
Debt issuance costs									0	19
Adjustment
Cash flows from operating activities
Net loss	2,445	(140)	(828)	(1,991)	(2,011)	(996)	(968)	(3,007)	1,477	(4,998)		(5,453)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			0			0	0	0	0	0
Amortization (accretion) on marketable securities			0			0	0	0	0	0
Non-cash interest expense			0			0	0	0	0	0
Non-cash lease expense			0			0	0	0	0	0
Non-cash (income) expense from collaborative arrangements, net			1,008			996	1,392	3,007	(1,134)	4,856		6,603
Stock-based compensation expense			0			0	0	0	0	0
Impairment of advance for COVAXIN supply							0	0	0	0
Loss on disposal of fixed assets related to COVAXIN							0	0	0	0
Other			0			0	0	0	0	0		(1,150)
Changes in assets and liabilities:
Increase (Decrease) in Prepaid Expense and Other Assets			0			0	0	0	0	0
Accounts payable and accrued expenses			180			0	424	0	343	(142)
Lease obligations			0			0	0	0	0	0
Net cash used in operating activities			0			0	0	0	0	0		0
Cash flows from investing activities
Purchases of marketable securities			0			0	0	0	0	0
Proceeds from maturities of marketable securities			0			0	0	0	0	0
Purchases of property and equipment			0			0	0	0	0	0
Repayment of note receivable									0	0
Net cash provided by (used in) investing activities			0			0	0	0	0	0
Cash flows from financing activities
Proceeds from issuance of common stock			0			0	0	0	0	0
Payment of equity issuance costs			0			0	0	0	0	0
Proceeds from issuance of debt							0	0	0	0
Payments of debt issuance costs			0			0	0	0	0	0
Net cash provided by financing activities			0			0	0	0	0	0
Effect of changes in exchange rate on cash and cash equivalents			0			0	0	0	0	0
Net (decrease) in cash and cash equivalents			0			0	0	0	0	0
Cash, cash equivalents, and restricted cash at beginning of period	0	0	0	0	0	0	0	0	0	0	$ 0	0
Cash and cash equivalents at end of period	$ 0	$ 0	0	$ 0	$ 0	0	0	0	0	0		$ 0
Supplemental disclosure of non-cash investing and financing transactions:
Equity issuance costs			0			0	0	0	0	0
Purchase of property and equipment			$ 0			$ 0	0	0	0	0
Right-of-use assets related to operating leases							$ 0	$ 0	0	0
Debt issuance costs									$ 0	$ 0

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Major Components of Property, Plant and Equipment

Expected useful lives by major asset category are as follows:


Furniture and fixtures			3 to 7 years
Machinery and equipment			5 to 7 years
Leasehold improvements			Shorter of the expected useful life or remaining lease term

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


	As of December 31,
	2023		2022
Furniture and fixtures	$	337	$	337
Machinery and equipment	1,557		1,685
Leasehold improvements	2,086		1,603
Construction in progress	14,540		3,049
Total property and equipment	18,520		6,674
Less: accumulated depreciation	(1,230)		(621)
Total property and equipment, net	$	17,290	$	6,053

Nature of Business (Details) $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
Nature of Business (Details) $ in Thousands	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment											1
Net loss	$ (11,717)	$ (23,065)	$ (17,326)	$ (23,913)	$ (21,482)	$ (19,015)	$ (40,391)	$ (40,497)	$ (52,108)	$ (64,410)	$ (63,078)	$ (86,804)
Accumulated deficit	(275,197)	(263,480)	(240,415)	(200,695)	(176,782)	(155,300)	(263,480)	(176,782)	(275,197)	(200,695)	(286,167)	(223,089)
Cash and cash equivalents	$ 53,477	$ 70,578	$ 68,259	$ 101,602	$ 115,005	$ 129,771	$ 70,578	$ 115,005	$ 53,477	$ 101,602	$ 39,462	$ 77,563

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The Company's losses before income taxes and provision (benefit) for income taxes is as follows (in thousands):


	Year ended December 31,
			(As Restated)
	2023		2022
Loss before income taxes	$	(63,078)	$	(86,804)
Provision (benefit) for income taxes	—		—

A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is as follows:


	Year ended December 31,
			(As Restated)
	2023		2022
Expected provision at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	6.4	%	7.4	%
Tax credits	3.5	%	3.1	%
Change in state tax rate	(2.8)	%	(11.1)	%
Other, net	(1.6)	%	(1.6)	%
Change in valuation allowance	(26.5)	%	(18.8)	%
Effective tax rate	—	%	—	%

The Company's deferred tax assets (liabilities) are comprised of the following (in thousands):


	As of December 31,
			(As Restated)
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	58,324	$	48,812
Capital loss carryforwards	7,298		7,298
Start-up costs	9,699		9,699
Accruals and reserves	276		629
Intellectual property	4,565		5,057
Stock-based compensation	2,873		2,150
Capitalization of research and development expense	18,702		12,571
Deferred revenue	1,293		2,799
Tax credits	9,324		6,655
Lease liabilities	977		1,029
Total deferred tax assets	113,331		96,699
Valuation allowance	(112,413)		(95,724)
Deferred tax assets, net of valuation allowance	$	918	$	975

Deferred tax liabilities:
Lease right-of-use assets	(918)		(975)
Net deferred tax assets	$	—	$	—

The Company's valuation allowance increased during 2023 by approximately $16.7 million primarily due to Section 174 expenditure capitalization. The Company has evaluated both positive and negative evidence when assessing the realizability of

its deferred tax assets. Management has considered the Company's history of cumulative net losses, estimated future taxable income as well as tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the Company had U.S. federal net operating loss ("NOL") carryforwards of $226.2 million and $188.3 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cut and Jobs Act generally allows federal losses generated after 2017 to be carried over indefinitely, but also limits the NOL deduction to the lesser of the NOL carryover or 80% of a corporation's taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended ("IRC")). Additionally, there is no carryback for losses generated after 2017. Losses generated prior to 2018 are deductible using the lesser of a corporation's NOL carryover or 100% of a corporation's taxable income and have a 20 year carryforward period. The Company has federal NOLs generated after 2017 of $173.5 million, which do not expire. The federal NOLs generated prior to 2018 of $52.7 million will expire at various dates through 2037. In addition, the Company has a capital loss carryforward of $26.7 million, which may be available to offset future capital gains and expires in 2024.

As of December 31, 2023 and 2022, the Company had U.S. state NOL carryforwards of $224.5 million and $186.6 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2043. As of December 31, 2023 and 2022, the Company had federal tax credit carryforwards of approximately $9.2 million and $6.5 million, respectively, which are available to offset future federal tax liabilities which expire at various dates through 2043. As of December 31, 2023 and 2022, the Company had state tax credit carryforwards of approximately $0.1 million and $0.2 million, respectively, which are available to reduce future tax liabilities and expire at various dates through 2034.

NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and relevant state tax authorities. Utilization of NOL and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the IRC and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future federal and state tax liabilities.

The Company has not yet conducted a comprehensive study to assess whether any ownership change has occurred since its inception. A limitation may result in the expiration of a portion of the NOL or tax credit carryforwards before utilization, which would be offset by a change in the Company's valuation allowance. Until a study is completed by the Company, no NOL carryforward amounts will be offset by an unrecognized tax benefit related to Section 382.

A full valuation allowance has also been recorded against the Company's tax credits. If an adjustment is required, it would be offset by a corresponding change in the valuation allowance.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	Year ended December 31,
			(As Restated)
	2023		2022
Gross unrecognized tax benefits at beginning of year	$	303	$	303
Additions for tax positions taken in a prior year	—		—
Additions for tax positions taken in the current year	—		—
Reductions for tax positions taken in the prior year due to settlement	—		—
Reductions for tax positions taken in the prior year due to statutes lapsing	—		—
Gross unrecognized tax benefits at end of year	$	303	$	303

The uncertain tax positions giving rise to the unrecognized tax benefits of $0.3 million at December 31, 2023 and 2022 relate to the timing of certain income and deductions for federal income tax purposes taken by Histogenics prior to the Company's reverse merger with Histogenics. The reversal of unrecognized tax benefits would not have any impact on the effective tax rate in the future and is not expected to create cash liability.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In a normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company's tax years are still open from 2019 to present.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Operating Leases - Schedule of Operating Leases, Supplemental Information Related To Leases (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease terms (years)	7 years	6 years 3 months 18 days
Weighted-average discount rate	9.30%	6.40%

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

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 4.0% 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, including accrued interest, becomes due upon the seventh anniversary of its disbursement date, subject to certain extension provisions. In January 2024, the Company entered into an agreement to extended the current portion of borrowings owed under the EB-5 Loan Agreement to March 2025. 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, including accrued 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 December 31, 2023.

The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2023 and 2022 are summarized below (in thousands):


	As of December 31,
	2023		2022
Principal outstanding	$	2,500	$	2,000
Plus: accrued interest	400		307
Less: unamortized debt issuance costs	(100)		(18)
Carrying value, net	$	2,800	$	2,289

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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+ Details

Income Taxes - Schedule of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Expected provision at statutory rate	21.00%	21.00%
State income tax, net of federal benefit	6.40%	7.40%
Tax credits	3.50%	3.10%
Change in state tax rate	(2.80%)	(11.10%)
Other, net	(1.60%)	(1.60%)
Change in valuation allowance	(26.50%)	(18.80%)
Effective tax rate	0.00%	0.00%

Income Taxes - Schedule of Company's losses before income taxes and provision (benefit) for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (63,078)	$ (86,804)
Provision (benefit) for income taxes	$ 0	$ 0

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Net change in valuation allowance	$ 16,700
Operating loss carryforwards, not subject to expiration	173,500
Operating loss carryforwards, subject to expiration	52,700
Unrecognized tax benefits	303	$ 303	$ 303
Capital Loss Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	26,700
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	226,200	188,300
Tax credit carryforward, amount	9,200	6,500
State and local
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	224,500	186,600
Tax credit carryforward, amount	$ 100	$ 200

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") and under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").
Principles of Consolidation	The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates In preparing the 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, and determining the value of the non-cash consideration received under collaborative arrangements.
Segment Information	Segment Information As of December 31, 2023, 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 December 31, 2023, substantially all of the Company's assets were located in the United States.
Cash and Cash Equivalents	Cash and Cash Equivalents 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 other income (expense), net in the consolidated statements of operations and comprehensive loss.
Fair Value Measurements	Fair Value Measurements The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments.
Marketable Securities	Marketable Securities The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023. Available-for-sale securities are recorded at fair value based on inputs that are observable, either directly or indirectly, such as quoted prices for identical securities in active markets (Level 1) or quoted prices for similar securities in active markets or inputs that are observable (Level 2). Unrealized gains and losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Amortization of premium or accretion of discount on debt securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. To date, the Company has not recognized any impairments with respect to its debt securities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held in accounts at financial institutions that may exceed federally 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.
Property and Equipment, Net	Property and Equipment, Net The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative expense in the consolidated statements of operations and comprehensive loss based on the underlying nature of the associated asset. Construction in progress is not depreciated until such time that the asset is completed and placed into service. The Company's construction in progress as of December 31, 2023 related to the renovation of one of the Company's leased properties to develop a laboratory and manufacturing facility. The major assets that will be utilized in the laboratory and manufacturing facility have not yet been placed into service. Once placed into service, the assets will be depreciated over their expected useful lives.
Leases	Leases The Company determines if an arrangement is 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 the obligation is probable. The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations 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 the event, activity, or circumstance is probable. 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 consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.
Impairment of Assets	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	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 and restricted stock units ("RSUs"), 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 and RSUs, to be recognized in the 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, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. The Company recognizes forfeitures as they occur. 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 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 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. The assumptions used in the Company's Black-Scholes option-pricing model 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 Ocugen's Black-Scholes option-pricing model for stock options are as follows: Expected Term. As Ocugen 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, as prescribed in SEC's Staff Accounting Bulletin No. 107, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen'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 Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock.
Collaborative Arrangements and Revenue Recognition	Collaborative Arrangements and Revenue Recognition The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 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 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. 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.
Income Taxes	Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company evaluates its deferred tax assets each period to ensure that the estimated future taxable income will be sufficient in character, amount, and timing, to result in its realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Management utilizes considerable judgment when establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within the consolidated statement of operations and comprehensive loss when applicable. The Company recognizes net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. The Company recognizes a tax benefit for positions taken for tax return purposes when it will be more likely than not that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Tax examinations are often complex, as tax authorities may disagree with the treatment of items reported by the Company and may require several years to resolve. As a result, the Company's provision for income taxes is recorded on the basis of available information, but amounts recorded may be impacted as a result of future examinations.
Recently Adopted Accounting Standards and Recent Accounting Pronouncements	Recently Adopted Accounting Standards In July 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718). This standard amends various SEC paragraphs pursuant to the SEC Staff Accounting Bulletin ("SAB") No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting, and SAB Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. This standard did not provide any new guidance and was effective immediately. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. ASU No. 2016-13, as amended, requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The standard was effective for the Company on January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on the Company's consolidated financial statements.

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	10,851,287
Granted (in shares)	5,042,621
Exercised (in shares)	(295,000)
Forfeited (in shares)	(2,437,680)
Ending balance (in shares)	13,161,228	10,851,287
Exercisable (in shares)	6,578,928
Weighted Average Exercise Price
Beginning balance (in USD per share)	$ 2.95
Granted (in USD per share)	1.03
Exercised (in USD per share)	0.40
Forfeited (in USD per share)	2.37
Ending balance (in USD per share)	2.38	$ 2.95
Exercisable (in USD per share)	$ 2.74
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life	7 years 10 months 9 days	8 years 3 months 18 days
Weighted average remaining contractual life, options exercisable	7 years 1 month 13 days
Aggregate Intrinsic Value (In Thousands)
Options outstanding, beginning balance	$ 1,385
Granted in period, intrinsic value	2
Exercises in period, intrinsic value	168
Forfeited in period, intrinsic value	9
Options outstanding, ending balance	337	$ 1,385
Options exercisable	$ 204

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Philadelphia, Pennsylvania

Operating Leases - Schedule of Future Minimum Base Rent Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 787
2025	810
2026	835
2027	858
2028	884
Thereafter	1,658
Total	5,832
Less: present value adjustment	(1,691)
Present value of minimum lease payments	$ 4,141	$ 4,085

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 (see Note 3). Commitments under lease agreements are future minimum lease payments (see Note 7). Renovation commitments are related to retrofitting an existing facility in order to be GMP compliant (see Note 1). Commitments under debt agreements are the future payment of principal and accrued interest under the EB-5 Loan Agreement (see Note 9). In connection with the Company's decision to terminate the COVAXIN program, the Canada Consulting Agreement was terminated by mutual agreement in June 2023 (see Note 11). Additionally, the Company does not expect to fulfill any commitments under the amended Co-Development, Supply and Commercialization Agreement (the "Covaxin Agreement") with Bharat Biotech as a result of the termination of the COVAXIN program. Contingencies In June 2021, a securities class action lawsuit was filed against the Company and certain of its agents in the U.S. District Court for the Eastern District of Pennsylvania ("Court") (Case No. 2:21-cv-02725) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the announcement of the Company's decision to pursue the submission of a BLA for COVAXIN for adults ages 18 years and older rather than pursuing an EUA. In July 2021, a second securities class action lawsuit was filed against the Company and certain of its agents in the Court (Case No. 2:21-cv-03182) that also 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 the same statements as the first complaint. The complaints seek unspecified damages, interest, attorneys' fees, and other costs. In March 2022, the Court consolidated these two related securities class action lawsuits and appointed Andre Galan Bernd Benayon to serve as lead plaintiff. The lead plaintiff's amended complaint was filed in June 2022. In March 2023, the Court granted the Company's motion to dismiss with prejudice. The lead plaintiff appealed to the United States Court of Appeals for the Third Circuit ("Third Circuit") regarding the order that was entered in March 2023, which dismissed the action with prejudice. The lead plaintiff's appellant's brief and joint appendix were filed in July 2023. The Company's appellees' brief was filed in August 2023, and the lead plaintiff's reply brief was filed in September 2023. In March 2024, the Third Circuit affirmed the Court's decision to dismiss with prejudice the consolidated securities class action lawsuits. In August 2021, a stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-03876) that purported to state a claim for breach of fiduciary duty and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on facts and circumstances relating to the securities class action lawsuits and seeking contribution and indemnification in connection with claims asserted in the securities class action lawsuits. In September 2021, a second stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-04169) that purported to state a claim for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on the same allegations as the first complaint. The parties to both stockholder derivative lawsuits stipulated to the consolidation of the two stockholder derivative lawsuits and submitted to the Court in each action a proposed order requesting a stay of the litigation pending a decision on any motion to dismiss filed in the securities class action lawsuits, which the Court entered in April 2022. In March 2023, the Court in the securities class action lawsuits granted the Company's motion to dismiss with prejudice. The parties to the stockholder derivative lawsuits stipulated to extend the stay of litigation pending resolution of any appeal filed in the securities class action lawsuits, which the Court entered in March 2023. In April 2024, a securities class action lawsuit was filed against the Company and certain of its agents in the 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 interim 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 seeks unspecified damages, interest, attorneys’ fees, and other costs. The Company believes that the 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 consolidated financial statements.

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 18,520				$ 6,674
Less: accumulated depreciation	(1,230)				(621)
Total property and equipment, net	17,290	$ 14,469	$ 11,720	$ 7,952	6,053	$ 4,517	$ 3,153	$ 1,921
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	337				337
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,557				1,685
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	2,086				1,603
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,540				$ 3,049