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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2019	Mar. 20, 2020	Jun. 30, 2019
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	001-36751
Entity Registrant Name	OCUGEN, INC.
Entity Central Index Key	0001372299
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3522315
Entity Address, Address Line One	5 Great Valley Parkway, Suite 160
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
Entity Shell Company	false
Entity Public Float			$ 18.1
Entity Common Stock, Shares Outstanding		52,625,228
Documents Incorporated by Reference [Text Block]	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 2020 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2019.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 7,444,052	$ 1,628,136
Prepaid expenses and other current assets	1,322,167	313,499
Asset held for sale	7,000,000
Total current assets	15,766,219	1,941,635
Property and equipment, net	222,464	245,788
Restricted cash	151,016	150,477
Other assets	667,747	116,333
Total assets	16,807,446	2,454,233
Current liabilities
Accounts payable	1,895,613	3,277,525
Accrued expenses	2,270,045	1,402,750
Short-term debt, net		7,483,847
Derivative liabilities		1,741,222
Operating lease obligation	172,310
Other current liabilities	205,991	204,242
Total current liabilities	4,543,959	14,109,586
Non-current liabilities
Operating lease obligation, less current portion	163,198
Long term debt, net	1,072,123	1,016,727
Other non-current liabilities	9,755	37,459
Total non-current liabilities	1,245,076	1,054,186
Total liabilities	5,789,035	15,163,772
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit)
Convertible preferred stock, $0.01 par value, 10,000,000 shares authorized, seven and zero issued and outstanding, respectively	0	0
Common stock, $0.01 par value, 200,000,000 authorized, 52,746,728 and 4,960,552 shares issued, respectively; 52,625,228 and 4,960,552 shares outstanding, respectively	527,467	49,606
Treasury Stock, at cost 121,500 and zero shares, respectively	(47,864)
Accumulated other comprehensive income		451
Additional paid-in capital	62,018,632	18,477,598
Accumulated deficit	(51,479,824)	(31,237,194)
Total stockholders’ equity (deficit)	11,018,411	(12,709,539)
Total liabilities and stockholders’ equity (deficit)	$ 16,807,446	$ 2,454,233
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
Convertible preferred stock, shares issued (in shares)	7	0
Convertible preferred stock, shares outstanding (in shares)	7	0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	52,746,728	4,960,552
Common stock, shares outstanding (in shares)	52,625,228	4,960,552
Treasury stock, common, shares (in shares)	121,500	0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
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
Convertible preferred stock, shares issued (in shares)	7	0
Convertible preferred stock, shares outstanding (in shares)	7	0
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	52,746,728	4,960,552
Common stock, shares outstanding (in shares)	52,625,228	4,960,552

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expenses:
Research and development	$ 8,085,522	$ 10,321,397
General and administrative	6,077,097	5,819,111
Total operating expenses	14,162,619	16,140,508
Loss from operations	(14,162,619)	(16,140,508)
Other income (expense)
Change in fair value of derivative liabilities	(3,187,380)	1,664,689
Loss on debt conversion	(341,136)	0
Interest income	1,214	19,213
Interest expense	(1,767,836)	(3,750,630)
Other income (expense)	(784,873)	(12,428)
Total other income (expense)	(6,080,011)	(2,079,156)
Net loss	(20,242,630)	(18,219,664)
Other comprehensive income (loss)
Foreign currency translation adjustment	(451)	451
Comprehensive loss	$ (20,243,081)	$ (18,219,213)
Net loss per share of common stock - basic and diluted (in USD per share)	$ (1.46)	$ (3.67)
Weighted average shares of common stock outstanding - basic and diluted (in shares)	13,893,819	4,960,552

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Common Stock Warrants	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2017		4,960,552
Beginning balance at Dec. 31, 2017	$ 4,434,987	$ 49,606			$ 17,402,911	$ 0	$ (13,017,530)
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	451					451
Stock-based compensation expense	1,074,687				1,074,687
Net loss	(18,219,664)						(18,219,664)
Ending balance at Dec. 31, 2018	(12,709,539)	$ 49,606			18,477,598	451	(31,237,194)
Ending balance (in shares) at Dec. 31, 2018		4,960,552
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	(451)					$ (451)
Stock-based compensation expense	884,089				884,089
Net loss	(20,242,630)						(20,242,630)
Issuance of common stock (in shares)		80,569	40,542,222
Issuance of common stock for Subscription Agreement	1,000,000	$ 806			999,194
Conversion of debt (in shares)		1,125,673
Conversion of debt	13,979,788	$ 11,256			13,968,532
Issuance of common stock and warrants for pre-Merger Financing (in shares)		4,385,964
Issuance of common stock and warrants for Pre-Merger Financing	13,150,456	$ 43,860			13,106,596
Issuance of stock for reverse asset acquisition, net of $2.6 million of costs (in shares)		1,651,748
Issuance of stock for reverse asset acquisition, net of $2.6 million of costs	3,565,788	$ 16,517			3,549,271
Reclassification of Series B Warrants from liability to equity	11,255,740				11,255,740
Issuance of common stock for warrant exercises, net	183,034	405,422			(222,388)
Repurchase of treasury stock	(47,864)			$ (47,864)
Ending balance at Dec. 31, 2019	$ 11,018,411	$ 527,467		$ (47,864)	$ 62,018,632		$ (51,479,824)
Ending balance (in shares) at Dec. 31, 2019		52,746,728

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance costs under reverse asset acquisition	$ 2.6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (20,242,630)	$ (18,219,664)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	60,608	49,623
Non-cash interest expense	1,733,521	3,750,630
Non-cash lease expense	250,361	0
Change in fair value of derivative liability	3,187,380	(1,664,689)
Stock-based compensation expense	884,089	1,074,687
Conversion of convertible notes	341,136	0
Other non-cash	4,803	0
Changes in assets and liabilities:
Prepaid expenses and other current assets	(1,007,367)	(201,861)
Accounts payable and accrued expenses	(1,628,621)	3,633,394
Deferred rent	0	1,540
Other assets	(227,172)	(54,203)
Lease obligations	(249,389)	0
Net cash used in operating activities	(16,893,281)	(11,630,543)
Cash flows from investing activities
Purchase of property, plant and equipment	(29,446)	(77,414)
Payment of asset acquisition costs	(2,327,273)	0
Net cash used in investing activities	(2,356,719)	(77,414)
Cash flows from financing activities
Proceeds from sale of common stock for pre-merger financing	22,546,353	0
Proceeds from stock subscription	1,000,000	0
Purchases of treasury stock	(47,864)	0
Issuance of common stock for warrant exercises	183,034	0
Repayments of Debt	(5,290,000)	0
Proceeds from issuance of debt	6,800,000	7,300,400
Payment of debt issuance costs	(99,202)	(103,925)
Payments on financing leases	(25,866)	(11,928)
Net cash provided by financing activities	25,066,455	7,184,547
Effect of changes in exchange rate on cash	0	451
Net increase (decrease) in cash, cash equivalents and restricted cash	5,816,455	(4,522,959)
Cash, cash equivalents and restricted cash at beginning of period	1,778,613	6,301,572
Cash, cash equivalents and restricted cash at end of period	7,595,068	1,778,613
Supplemental disclosure of non-cash investing and financing transactions:
Purchase of fixed assets by entering into capital lease (Note 9)	0	63,817
Conversion of convertible notes (Note 7)	13,979,788	0
Equity issuance costs (Note 3)	1,150,000	0
Right-of-use asset related to operating leases	470,356	0
Reverse asset acquisition costs (Note 3)	$ 2,252,795	$ 0

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Ocugen, Inc. (formerly known as Histogenics Corporation), together with its wholly owned subsidiaries (“Ocugen” or the “Company”), is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing transformative therapies to treat the whole eye. The Company is located in Malvern, Pennsylvania. Ocugen has a late-stage, Phase 3 program, OCU300, which has received Orphan Drug Designation ("ODD") from the U.S. Food and Drug Administration ("FDA"). OCU300 is a small molecule therapeutic currently in Phase 3 clinical development for patients with ocular redness and discomfort stemming from ocular graft-versus-host disease (“oGVHD”). Ocugen is the first and only company to receive ODD for the treatment of symptoms associated with oGVHD and is the only company conducting Phase 3 studies in this patient population. OCU300 is formulated using the Company’s proprietary nanoemulsion technology, OcuNanoE—Ocugen’s ONE Platform™ (“OcuNanoE™”). Ocugen is developing a modifier gene therapy platform for unmet medical needs in the area of retinal diseases, including inherited retinal diseases (“IRDs”). Ocugen’s modifier gene therapy platform is novel in that it targets nuclear hormone receptors (“NHRs”), which have the potential to restore homeostasis to the retina and may target multiple genes that are associated with a range of IRDs. Unlike single-gene replacement therapies, which only target one genetic mutation, the Company believes that its gene therapy platform, through its targeting of NHRs, may impact multiple genes that are associated with a range of genetically diverse diseases. Ocugen’s first gene therapy candidate, OCU400, has received ODD from the FDA, for the treatment of nuclear receptor subfamily 2 group E member 3 ("NR2E3") mutation-associated retinal diseases and centrosomal protein 290 ("CEP290") mutation-associated retinal diseases. Ocugen’s second gene therapy product candidate, OCU410, is targeted for dry age-related macular degeneration (“AMD”) and is currently in preclinical development. Currently, there are no FDA-approved therapies to treat this disease. Ocugen is also developing OCU200, a novel fusion protein for the treatment of wet AMD, diabetic retinopathy (“DR”) and diabetic macular edema (“DME”), which is in preclinical development. Ocugen expects to initiate a Phase 1/2 clinical trial for OCU200 within the next two years. Ocugen plans to expand the therapeutic applications of OCU200 beyond DME, DR and wet AMD to potentially include macular edema following retinal vein occlusion (“RVO”) and myopic choroidal neovascularization (“mCNV”). Merger with Histogenics On September 27, 2019, the Company completed its reverse merger with Ocugen, OpCo Inc. (formerly known as Ocugen, Inc. (“Former Ocugen”)) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, by and among Histogenics, Former Ocugen and Restore Merger Sub, Inc., a wholly owned subsidiary of Histogenics (“Merger Sub”), as amended (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Former Ocugen, with Former Ocugen surviving as a wholly owned subsidiary of Histogenics (the “Merger”). Immediately after completion of the Merger, Histogenics changed its name to Ocugen, Inc. and the business conducted by Ocugen, Inc. became the business conducted by Former Ocugen. Former Ocugen is deemed to be the accounting acquirer. Accordingly, the historical financial statements of Former Ocugen became the Company’s historical financial statements, including the comparative prior periods. See Note 3 for additional information. Reverse Stock Split In connection with, and immediately prior to the completion of the Merger, Histogenics effected a reverse stock split of the common stock, at a ratio of 1-for-60 (the ‘‘Reverse Stock Split’’). Under the terms of the Merger Agreement, the Company issued common stock to Former Ocugen’s stockholders at an exchange rate of 0.4794 shares of common stock, after taking into account the Reverse Stock Split, for each share of Former Ocugen’s common stock outstanding immediately prior to the Merger. The capital structure, including the number of shares of common stock issued appearing in the consolidated balance sheets for the periods presented, reflects that of Ocugen. All references in the consolidated financial statements to the number of shares and per-share amounts of common stock have been retroactively restated to reflect the exchange rate. Going Concern The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock, warrants to purchase common stock, the issuance of convertible notes, and debt. The Company incurred net losses of approximately $20.2 million and $18.2 million for the year ended December 31, 2019 and 2018, respectively, and had an accumulated deficit of $51.5 million as of December 31, 2019. As of December 31, 2019, the Company had cash, cash equivalents and restricted cash totaling $7.6 million. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in its industry. The Company intends to continue its research and development efforts for its product candidates, which will require significant funding. If the Company is unable to obtain additional financing in the future or research and development efforts require higher than anticipated capital, there may be a negative impact on the financial viability of the Company. The Company plans to increase working capital by raising additional capital through public and private placements of equity and/or debt, payments from potential strategic research and development arrangements, sale of assets, and licensing and/or collaboration arrangements with pharmaceutical companies or other institutions. Such financing may not be available at all, or on terms that are favorable to the Company. While management of the Company believes that it has a plan to fund ongoing operations, its plan may not be successfully implemented. Failure to generate sufficient cash flows from operations, raise additional capital through one or more financings, 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 increase in spending that will be necessary to continue to develop the Company’s products, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these audited consolidated financial statements are issued. The audited consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

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”). The consolidated financial statements include the accounts of Ocugen, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with current year presentation.

Foreign Currency Translation and Transactions

The assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars based on exchange rates in effect at the end of each period. Revenues and expenses are translated at average exchange rates during the periods. Currency transaction gains or losses are included in other expenses. Gains or losses from balance sheet translation are included in accumulated other comprehensive income.

Use of Estimates

In preparing 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 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 estimation of clinical trial accruals and the valuation of share-based payment arrangements, warrants, and embedded conversion features on the convertible notes.

Asset Held for Sale

An asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value.

A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. If the long-lived asset is newly acquired, the carrying amount of the long-lived asset is established based on its fair value less cost to sell at the acquisition date. A long-lived asset is not depreciated or amortized while it is classified as held for sale, and an impairment loss would be recognized to the extent the carrying amount exceeds the asset's fair value less cost to sell.

As of December 31, 2019, Ocugen had an intangible asset held for sale acquired from Histogenics with a fair value less cost to sell of $7.0 million. See Note 3 for additional information.

Fair Value Measurements

The company follows the provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair measurements.

The estimated fair value of certain financial instruments, cash and cash equivalents, accounts payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. As of December 31, 2019 and 2018, the Company believes the fair value of the EB-5 note approximates its carrying value.

ASC 820 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 company had derivative instruments that were fair valued on a recurring basis using Level 3 inputs.

Financial Instruments Indexed to and Potentially Settled in Common Stock

The Company accounts for warrants in accordance with ASC Topic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”), which is the authoritative guidance on accounting for derivative financial instruments indexed to and potentially settled in a company’s own stock. To determine whether a contract is considered indexed to the issuer’s own equity, the Company performs a two-step analysis:

Step 1: Evaluate whether the contract contains any exercise contingencies and, if so, whether they disqualify the contract from being classified as equity, and

Step 2: Assess whether the settlement terms are consistent with equity classification.

The Company classifies the liability-designated warrants on its consolidated balance sheets as a derivative liability which is recognized at fair value at each reporting period subsequent to the initial issuance. Changes in the fair value of derivatives are recognized as other income (expense) in the consolidated statements of operations and comprehensive loss.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and United States government and United States government agency obligations. The Company’s restricted cash balance consists of cash held to collateralize a corporate credit card account.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	As of December 31,
	2019		2018
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	7,444,052	$	1,628,136
Restricted cash	151,016		150,477
Total cash, cash equivalents and restricted cash	$	7,595,068	$	1,778,613

Property and Equipment, Net

Property and equipment is recorded at cost. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Gains and losses on disposal of assets are included in the consolidated statements of operations and comprehensive loss. Depreciation is calculated using the straight-line method and is recognized over an expected useful life of 5 years for equipment and 7 years for furniture. The total accumulated depreciation and amortization for equipment and furniture as of December 31, 2019 and 2018 was $0.1 million and $0.1 million, respectively.

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 has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable.

Operating leases are included in other assets and lease obligations on the Company’s consolidated balance sheets. Operating lease right-of-use ("ROU") assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating 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. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company 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. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.

Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments include the Company's proportionate share of utilities and other operating expenses and are presented as operating expenses in the Company’s income statement in the same line item as expense arising from fixed lease payments.

Stock-based compensation

Ocugen accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing agreements, to be recognized in the statements of operations

based on their fair values. Ocugen uses the Black-Scholes option-pricing model to determine the fair value of options granted. Ocugen recognized forfeitures as they occur.

Ocugen’s stock-based awards are subject to service-based vesting conditions. Compensation expense related to awards to employees and directors 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 awards generally vest over a one to three year requisite service period and have a contractual term of 10 years.

Estimating the fair value of options requires the input of subjective assumptions, including expected life of the option, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in Ocugen’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. If any assumptions change, Ocugen’s stock-based compensation expense could be materially different in the future.

These assumptions used in Ocugen’s Black-Scholes option-pricing model are as follows:

Expected Term. Due to the historical lack of a public market for the trading of Ocugen common stock and the lack of sufficient company-specific historical data, the expected term of employee options is determined using the “simplified” method, as prescribed in Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 (“SAB No. 107”), whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term of non-employee options is equal to the contractual term.

Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen’s industry for periods commensurate with the expected term assumption.

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.

Income Taxes

The Company is a Delaware C-Corporation. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, is applied during the years in which temporary differences are expected to be settled and is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on the weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest or penalty expense was recognized during the periods presented.

The Company has assessed and concluded that there are uncertain tax positions giving rise to the unrecognized tax benefits as of December 31, 2019. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state, and local authorities may examine the Company’s tax returns for three years from the date of the filing and the current and prior three years remain subject to examination as of December 31, 2019.

Segment Information

The Company views its operations and manages its business as one operating segment, which is the development of innovative therapies to address the whole eye. As of December 31, 2019, substantially all of the Company’s assets were located in the United States.

Recently Adopted Accounting Standards

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”). In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard, and ASU No. 2018-11, Leases

(Topic 842)—Targeted Improvements (“ASU 2018-11”), which addressed implementation issues related to the new lease standard. These and certain other lease-related ASUs have generally been codified in ASC 842. ASC 842 supersedes the lease accounting requirements in ASC Topic 840, Leases (“ASC 840”). ASC 842 establishes a right-of-use model that requires a lessee to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases. Under ASC 842, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard also requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases.

The Company adopted ASC 842 on January 1, 2019 using the effective date transition method. Prior period results continue to be presented under ASC 840 based on the accounting standards originally in effect for such periods. The Company has elected certain practical expedients permitted under the transition guidance within ASC 842 to leases that commenced before January 1, 2019, including the package of practical expedients. The election of the package of practical expedients resulted in the Company not reassessing prior conclusions under ASC 840 related to lease identification, lease classification and initial direct costs for expired and existing leases prior to January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated results of operations or cash flows. Upon adoption, the Company recognized an ROU asset and lease liability of $0.4 million and $0.4 million, respectively. See Note 9 for additional information.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements and was effective for the Company on January 1, 2020. The adoption of this standard will not have a material impact on the Company's disclosures.

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 2016-13, which have the same effective date and transition date of January 1, 2023. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently 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 Company does not expect the adoption of these standards to have a material impact on its consolidated financial statements.

Merger and Pre-Merger Financing

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Merger and Pre-Merger Financing

Pre-Merger Financing

In June 2019, Former Ocugen and Histogenics entered into a Securities Purchase Agreement (as amended, the “Financing SPA”) with certain accredited investors (the “Investors”). Pursuant to the Financing SPA, among other things, (i) immediately prior to the Merger, Former Ocugen issued 4.6 million shares of common stock to the Investors (the “Initial Shares” and, as converted pursuant to the exchange rate in the Merger into the right to receive approximately 2.2 million shares the Company’s common stock, the “Converted Initial Shares”), (ii) immediately prior to the Merger, Former Ocugen issued and deposited 4.6 million shares of common stock into escrow on behalf of the Investors (the “Additional Shares” and, as converted pursuant to the exchange rate in the Merger, into the right to receive approximately 2.2 million shares of the Company’s common stock, the “Converted Additional Shares”) and (iii) the Company agreed to issue, on the fifth trading day following the consummation of the Merger, three series of warrants to purchase shares of the Company’s common stock (the “Series A Warrants,” the “Series B Warrants” and the “Series C Warrants” and collectively, the “Pre-Merger Financing Warrants”) in exchange for an aggregate purchase price of $25.0 million (“Pre-Merger Financing”). See Note 10 for additional information on the Pre-Merger Financing Warrants.

On October 4, 2019, the Converted Additional Shares were released from escrow to the investors because, as determined at the close of business on October 2, 2019, 80% of the volume-weighted average trading price of a share of Ocugen’s common stock as quoted on Nasdaq for the first three trading days immediately following the closing date of the Pre-Merger Financing was lower than the price paid by the Investors for the Initial Shares.

Approximately $2.5 million of the $25.0 million Pre-Merger Financing was utilized to pay transaction costs related to the Merger and the Pre-Merger Financing in the form of equity. In addition, the Company utilized $5.3 million of the Pre-Merger

Financing for the repayment of the Senior Secured Notes, as defined in Note 7. As a result, the Company received total net proceeds of $17.2 million from the Pre-Merger Financing.

The Company incurred $1.9 million in equity issuance costs related to the Pre-Merger Financing, of which $0.7 million was paid in cash and $1.2 million was paid with equity as of December 31, 2019. Approximately $1.1 million of equity issuance costs was allocated to the Series A Warrants and Series C Warrants and is included in additional paid-in capital. Approximately $0.8 million of issuance costs allocated to the Series B Warrant liability was expensed and is reflected in other income (expense) on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2019.

Merger with Histogenics

On September 27, 2019, the Company completed the Merger in accordance with the terms of the Merger Agreement. The Merger was structured as a stock-for-stock transaction whereby all of Former Ocugen’s outstanding shares of common stock and securities convertible into or exercisable for Former Ocugen’s common stock were converted into the right to receive Histogenics’ common stock and securities convertible into or exercisable for Histogenics’ common stock. Immediately following the Merger, the former equity holders of Former Ocugen owned 84.25% of the outstanding capital stock of the Company, and the equity holders of the Company immediately before the Merger owned 15.75% of the outstanding capital stock of the Company, including the Initial Shares but excluding the Additional Shares and the Pre-Merger Financing Warrants pursuant to the Financing SPA.

In accordance with ASC Topic 805, Business Combinations (“ASC 805”), the Company concluded that, while Histogenics is the legal acquirer, Former Ocugen is the accounting acquirer due to the fact that (i) Former Ocugen’s shareholders have the majority of the voting rights in Ocugen, (ii) Former Ocugen holds all of the board seats of the combined company and (iii) Former Ocugen management holds all key positions in the management of the combined company. The Company has further concluded that Histogenics does not meet the definition of a business under ASC 805 due to the fact that substantially all of the fair value of the gross assets disposed of is concentrated in a single identifiable asset or a group of similar identifiable assets. Therefore, the Merger was accounted for as a reverse asset acquisition. The Company incurred $4.9 million in transaction costs related to the Merger, of which $2.6 million was paid in cash and $2.3 million was paid with equity.

Assets and liabilities of Histogenics on September 27, 2019 were as follows (in thousands):


	September 27, 2019
Cash and cash equivalents	$	302
Asset held for sale	7,000
Accounts payable	(1,106)
Net assets acquired	$	6,196

Asset Held for Sale

In connection with the Merger, on May 8, 2019, Histogenics entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Medavate Corp., a Colorado corporation (“Medavate”), pursuant to which Histogenics agreed to sell substantially all of its assets relating to its NeoCart^® program, including, without limitation, intellectual property, business and license agreements and clinical trial data (the “Assets”) in return for a cash payment of $6.5 million. On September 26, 2019, the parties entered into an amendment to the Asset Purchase Agreement whereby the closing date was amended to October 4, 2019. On October 4, 2019, the parties entered into a second amendment (the “Second Amendment”) to the Asset Purchase Agreement whereby the purchase price was increased to $7.0 million under the Asset Purchase Agreement and the closing date of the Asset Purchase Agreement was revised from October 4, 2019 to two business days after Medavate obtains financing in an amount no less than the purchase price (the “Closing Date”). The Second Amendment further provides that if the Closing Date does not occur on or prior to October 31, 2019, Ocugen may choose to terminate the Asset Purchase Agreement without recourse and, if Ocugen does not terminate the Asset Purchase Agreement, the purchase price shall increase 10% per month (or any portion thereof) between October 31, 2019 and the Closing Date. The Closing Date did not occur as of December 31, 2019, Ocugen has not terminated the Asset Purchase Agreement and as of December 31, 2019, the purchase price has increased to $8.5 million.

The NeoCart^® asset qualified as held for sale as of the date of the reverse asset acquisition and is carried at its original fair value less cost to sell on the consolidated balance sheet as of December 31, 2019. The NeoCart^® asset held for sale was valued at the

acquisition date based on a quoted price of $7.0 million, which is an observable Level 2 fair value input. Subsequent increases in fair value are not recognized beyond the initial value at the time the asset was classified as held for sale.

MEDINET Agreement

In December 2017, Histogenics entered into the License and Commercialization Agreement (the “License Agreement”) with MEDINET Co., Ltd. (“MEDINET”) to grant MEDINET a license under certain patents, patent applications, know-how, and technology to develop and commercialize certain therapeutic products related to the NeoCart^® program. As consideration for the granting of the license, MEDINET agreed to pay Histogenics a non-refundable upfront cash payment of $10.0 million which was received in January 2018. Based on the results of the NeoCart^® research, Histogenics suspended the NeoCart^® program. Subsequently, since MEDINET relied on the NeoCart^® product to supply clinical trial patients, MEDINET suspended the development of its clinical trial. As of December 31, 2019, the contract with MEDINET was wholly unperformed. As a result of the expected sale of the NeoCart^® asset, the Company does not expect to retain any future obligations related to the MEDINET agreement.

Net Loss Per Share of Common Stock

12 Months Ended

Dec. 31, 2019

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, 2019 and 2018:


	Year ended December 31,
	2019		2018
Net loss—basic and diluted	$	(20,242,630)	$	(18,219,664)
Shares used in calculating net loss per common share—basic and diluted	13,893,819		4,960,552
Net loss per common share—basic and diluted	$	(1.46)	$	(3.67)

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,
	2019	2018
Options to purchase common stock	731,189	632,752
Warrants	870,020	870,020
Series A Warrants	8,771,928	—
Series B Warrants	1,000	—
Series C Warrants	1,000	—
Total	10,375,137	1,502,772

License and Collaboration Agreements	12 Months Ended
License and Collaboration Agreements	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
License and Collaboration Agreements	License and Collaboration Agreements Co-Development and Commercialization Agreement with CanSino Biologics On September 27, 2019, Ocugen entered into a co-development and commercialization agreement (the “CanSinoBIO Agreement”) with CanSino Biologics Inc. (“CanSinoBIO”) with respect to the development and commercialization of the gene therapy product candidate, OCU400. CanSinoBIO will be responsible for all the costs for chemistry, manufacturing and control development and manufacture of clinical supplies of OCU400 for all territories. CanSinoBIO will be solely responsible for all costs and expenses of its development activities in and for China, Hong Kong, Macau, and Taiwan (the "CanSinoBIO Territory") and Ocugen will be responsible for all costs and expenses of its development activities for any global location outside the CanSinoBIO Territory (the "Ocugen Territory"). CanSinoBIO will pay to Ocugen an annual royalty between mid to high-single digits based on net sales of products in the CanSinoBIO Territory, and Ocugen will pay to CanSinoBIO an annual royalty between low to mid-single digits based on net sales of products in the Ocugen Territory. Unless terminated earlier, the CanSinoBIO Agreement will continue in force on a country-by-country and product-by-product basis until the later of (a) the expiration of the last valid claim of patent rights of Ocugen covering such product and (b) the tenth (10^th) anniversary of the first commercial sale of such product in such country. The CanSinoBIO Agreement will also terminate upon the termination of the Exclusive License Agreement, dated December 19, 2017, between Ocugen and Schepens Eye Research Institute, Inc. The CanSinoBIO Agreement may be terminated by either party in its entirety upon (a) a material breach of the Agreement by the other party, (b) a challenge by the other party or any of its affiliates of any intellectual property controlled by the terminating party or (c) bankruptcy or insolvency of the other party. Within forty-five (45) days after such termination, CanSinoBIO shall provide Ocugen with a statement of the CanSinoBIO development costs and, within one (1) year after receipt of such report, Ocugen shall reimburse CanSinoBIO all such CanSinoBIO development costs. License Agreement with the Schepens Eye Research Institute In 2017, the Company entered into a license agreement with The Schepens Eye Research Institute (“SERI”), which granted the Company an exclusive license to develop, commercialize, and continue to secure patents for OCU400 and OCU410. This agreement is accounted for as a collaborative arrangement. In connection with acquiring the license, the Company was required to pay a license fee of $0.1 million, which was recognized in 2017. The Company will also be required to reimburse SERI for all future patent costs related to this licensed technology. The Company is obligated to pay SERI up to $6.0 million upon the achievement of certain development and regulatory milestones. The Company is also obligated to pay SERI up to $10.1 million upon the achievement of certain commercial milestones. The Company will also pay SERI royalties in the low single digits based on net sales. No milestones or royalties were paid or incurred through December 31, 2019, as the Company has not achieved any milestones, net sales or sublicensing under this agreement. The Company may cancel the license agreement at any time with 180 days’ written notice. In 2017, the Company also entered into a Sponsored Research Agreement with SERI under which the Company recognized approximately $0.6 million and $0.5 million as research and development expense for the year ended December 31, 2019 and 2018, respectively, for work performed under this agreement. License Agreement with the University of Illinois In 2016, the Company entered into a license agreement with the University of Illinois at Chicago (“UIC”), which granted the Company an exclusive license to develop, commercialize and continue to secure patents for OCU300 and OCU310. In connection with acquiring the license for OCU300 and OCU310, the Company was required to pay a signing fee of $15,000. The Company is required to pay royalties in the low single digits to low teens to UIC based on net sales and sublicense revenues generated by OCU300 and OCU310. The Company is also required to pay minimum annual royalties to UIC, beginning with an annual payment of $20,000 on the third anniversary of the effective date of the agreement, and increasing gradually to $50,000 by the sixth anniversary and continuing through the term of the agreement. The Company is also obligated to pay UIC up to $1.3 million upon the achievement of certain development and regulatory milestones. During 2018, the Company incurred $0.3 million in milestone payments due to achieving a milestone associated with dosing the first patient in a Phase 3 clinical trial. The Company has not achieved any other milestones, net sales or sublicensing for OCU300 or OCU310. The Company may cancel the license agreement at any time with 90 days’ written notice. License Agreement with the University of Colorado In 2014, the Company entered into a patent license agreement with the University of Colorado (“CU”), which granted the Company an exclusive license to develop and commercialize, and continue to secure patents for OCU200, including the ability to enforce any rights against infringement. Under the agreement, the Company 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. Pursuant to the terms of the agreement, in exchange for the licensed patents, the Company issued CU 0.1 million shares of the Company’s common stock. The agreement with CU, as amended in January 2017, obligates the Company to pay certain development and regulatory milestone fees of up to $1.5 million, royalties in the low single digits on net sales and royalties in the mid-teens on sublicense income of OCU200. The agreement with CU calls for minimum annual royalty payments of $20,000, starting on the third anniversary of the agreement and on each annual anniversary thereafter, and after sales commence, increasing to a percentage rate in the mid- twenties of the previous year’s royalty payment paid to CU, through the term of the agreement. Future annual royalties will be recognized in the years they are earned, per the license agreement. The Company may cancel the license agreement at any time with 60 days’ written notice.

Accrued Expenses

12 Months Ended

Dec. 31, 2019

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued Expenses are as follows:


	As of December 31,
	2019		2018
Accrued expenses:
Research and development	$	271,322	$	705,436
Clinical	421,788		469,473
Consulting	98,245		86,619
Employee-related	624,420		123,372
Legal	819,323		15,400
Other	34,947		2,450
Total accrued expenses	$	2,270,045	$	1,402,750

Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt

EB-5 Loan

In September 2016, pursuant to the U.S. government’s Immigrant Investor Program, commonly known as the EB-5 program (the “EB-5 Program”), the Company entered into an arrangement (the “EB-5 Loan Agreement”) to borrow up to $10.0 million from EB5 Life Sciences, L.P. (the “Lender”) in $0.5 million increments. Borrowing may be limited by the amount of funds raised by the Lender and are subject to certain job creation requirements by the Company. Borrowings are at a fixed interest rate of 4.0% per annum and are to be utilized in the clinical development, manufacturing, and commercialization of the Company’s products and for the general working capital needs of the Company. Outstanding borrowings pursuant to the EB-5 Program, including accrued interest, become due upon the seventh anniversary of the final disbursement. Amounts repaid cannot be re-borrowed. The EB-5 note is secured by substantially all assets of the Company, except for any patents, patent applications, pending patents, patent license, patent sublicense, trademarks, and other intellectual property rights.

In 2016, $1.0 million was borrowed by the Company. Issuance costs for these borrowings totaled $0.1 million, which was recognized as a reduction to the loan balance and is amortized to interest expense over the term of the loan. See Note 12 for information regarding events subsequent to December 31, 2019.


	As of December 31,
	2019		2018
Principal outstanding	$	1,000,000	$	1,000,000
Plus: accrued interest	127,777		87,222
Less: unamortized debt issuance costs	(55,654)		(70,495)
Carrying value of debt	$	1,072,123	$	1,016,727

Convertible Notes

During the years ended December 31, 2019 and 2018, the Company issued convertible notes (the “Notes”) to new and existing stockholders in the Company, including Notes in the aggregate principal amount of $3.5 million to members of the Board of Directors. As of December 31, 2019, all Notes had been converted and were no longer outstanding.

At issuance, the following amounts were recorded:


Note Issuance Date	Note Principal Amount		Fair Value of Embedded Derivatives		Debt Issuance Costs		Carrying Value upon Issuance
January 2018	$	5,000,000	$	(2,657,711)	$	(35,969)	$	2,306,320
June 2018	1,000,000		(724,216)		(3,000)		272,784
November 2018	1,150,400		(21,127)		(50,646)		1,078,627
December 2018	150,000		(2,857)		(14,310)		132,833
January 2019	450,000		(182,882)		(29,358)		237,760
February 2019	1,000,000		(302,379)		(55,875)		641,746
Total	$	8,750,400	$	(3,891,172)	$	(189,158)	$	4,670,070

All Notes accrued interest at a rate of 5% per annum and had scheduled maturity dates on the eighteen month anniversary of the date of the issuance of the Notes (the “Maturity Date”). If prior to the Maturity Date, there was a consummation of the sale of all or substantially all of the assets of the Company, change in control or event of default, the Notes would become due and payable at an amount equal to 1.5 times the principal amount of the Notes together with all accrued interest (the “Change in Control Feature”).

If the Company received equity financing from the issuance of stock of the Company from an investor or group of investors in a transaction or series of related transactions above a certain amount of gross proceeds, the principal amount and all interest accrued but not paid through the closing date of the qualified equity financing was to automatically convert into the same class of equity securities as those issued in the qualified equity financing ("conversion feature"). The price per share varied among the Notes ranging from a 0% to 30% discount to the lowest price per share being paid by investors in the qualified equity financing.

The Company bifurcated the Conversion Feature for the January 2018, June 2018, January 2019, and February 2019 notes and classified it as a derivative liability because the Conversion Feature does not have a fixed conversion price and conversion will be settled in a variable number of shares of common stock. There was no bifurcated Conversion Feature for the November 2018 and December 2018 notes as there is no discount to the lowest equity price triggering conversion. The Company also bifurcated the Change in Control Feature for all of the Notes because it was determined to be a redemption feature not clearly and closely related to the debt host.

The fair value of both of the embedded features was accounted for as a derivative liability and was recorded as a discount on the Notes. Inputs used in valuation were unobservable and therefore considered Level 3 in the fair value hierarchy. The debt discount is accreted into interest expense over the expected time until conversion of the Notes. The accretion amounted to $0.6 million and $3.4 million, for the year ended December 31, 2019 and 2018, respectively.

The fair value of the embedded features was classified as a liability in the Company’s consolidated balance sheets at issuance, with subsequent changes in fair value during the year ended December 31, 2019 and 2018 recorded on the Company’s consolidated statements of operations and comprehensive loss as a change in fair value of derivative liabilities.


	Amount
Balance at January 1, 2018	$	—
Fair value of embedded derivatives at issuance	3,405,911
Change in fair value of embedded derivatives	(1,664,689)
Balance at December 31, 2018	$	1,741,222
Fair value of embedded derivatives at issuance	567,661
Change in fair value of embedded derivatives	1,319,400
Conversion and extinguishment of debt	(3,628,283)
Balance at December 31, 2019	$	—

The Company considered several possible outcomes in the likelihood and timing of a qualified equity financing and/or a change in control occurring that would trigger conversion or redemption and believes the amounts disclosed above based on inputs utilized in the valuation were the best estimates at each valuation date.

On April 5, 2019, Former Ocugen entered into a Stock Subscription Agreement (“Subscription Agreement”) with existing investors for the sale of 0.1 million shares of common stock for $1.0 million, or $12.41 per share including the sale of 40,286 shares of common stock for $0.5 million to a member of the Board of Directors. This capital raise triggered the conversion features on the convertible debt described above. The Notes were modified to change the discount percentage from the 0% discount per the terms of the November 2018 and December 2018 Notes and the 15% discount per the terms of the January 2019 and February 2019 Notes to 30% at the time of conversion. The Company issued 1.1 million shares of common stock at $8.69 per share on the date of conversion to extinguish the debt, which resulted in a loss of $0.3 million. This non-cash conversion also resulted in an increase of $13.0 million in additional paid-in capital, which was based on the principal balance outstanding and the unpaid interest upon conversion.

Convertible Promissory Notes

On April 4, 2019, the Company issued the convertible promissory note (the “Promissory Note”) to an existing stockholder for $0.9 million at an interest rate of 5% per annum. On May 16, 2019, the Promissory Note was converted into equity. Former Ocugen issued 0.1 million shares of common stock at the conversion date to extinguish the debt at $12.41 per share. This non-cash transaction resulted in an increase of $0.9 million in additional paid-in capital, which was based on the principal balance outstanding and the unpaid interest upon conversion.

Senior Secured Convertible Notes

On May 21, 2019, the Company issued senior secured convertible notes to certain investors for $2.4 million at an original issue discount of $0.5 million, and on June 28, 2019, the Company entered into an agreement to issue additional senior secured convertible notes to the investors for $2.9 million with an original issue discount of $0.4 million (together “Senior Secured Notes”). Immediately prior to the Merger completed on September 27, 2019, the investors offset $5.3 million from the amount to be received under the Pre-Merger Financing and the Senior Secured Notes were deemed to have been repaid and cancelled. The accretion of the original issue discount to interest expense amounted to $0.8 million during the year ended December 31, 2019.

Share-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Stock-Based Compensation

Stock-based compensation expense for options granted are reflected in the consolidated statements of operations and comprehensive loss as follows:


	Year Ended December 31,
	2019		2018
General and administrative	$	362,833	$	515,160
Research and development	521,256		559,527
Total	$	884,089	$	1,074,687

As of December 31, 2019, the Company had $0.9 million of unrecognized compensation expense related to options outstanding under its equity plans. This expense is expected to be recognized over a weighted average period of 1.7 years as of December 31, 2019.

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"), which replaced the Histogenics Corporation 2013 Equity Incentive Plan (the "2013 Plan").

On December 18, 2019, Ocugen’s stockholders approved the adoption of the 2019 Plan and the 2013 Plan was frozen. No additional awards have been or will be made under the 2013 Plan and any remaining authorized shares under the 2013 Plan will be recycled into the 2019 Plan. The 2019 Plan provides for the granting of up to 2.1 million equity awards in respect of

Ocugen’s common stock, inclusive of equity awards that were previously available for issuance under the 2013 Plan, as of December 31, 2019. Additionally, on the first business day of each fiscal year commencing on January 1, 2020, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan shall automatically increase by a number equal to the lesser of 4.0% of the total number of shares of Company common stock outstanding on December 31^st of the prior year, or a number of shares of Company common stock determined by the Board.

As of December 31, 2019, an aggregate of 0.6 million and 0.1 million shares of Company common stock were issuable upon the exercise of outstanding stock options under the 2014 Plan and 2019 Plan, respectively.

Options to Purchase Common Stock

Weighted average assumptions utilized in the fair value calculation for options to purchase common stock as of December 31, 2019 and 2018 are as follows:


	Year Ended December 31,
	2019	2018
Weighted average common stock price	$1.04	$9.72
Expected option term (years)	6.0	6.0 – 10.0
Weighted average expected stock price volatility	109%	85%
Risk-free interest rate	1.5% – 2.4%	2.3% – 3.0%
Expected dividend rate	—%	—%

The following table summarizes the stock option activity under the Plans:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at December 31, 2018	632,752	$	5.93	7.9	$	4,801,696
Granted	238,761	$	1.04
Cancelled	(140,324)	$	4.58
Options outstanding at December 31, 2019	731,189	$	4.59	8.0	$	24,028
Options exercisable at December 31, 2019	385,841	$	5.15	6.8	$	3,049

The weighted average grant date fair value of stock options granted during the year ended December 31, 2019 and 2018 was $0.84 and $7.97, respectively. The total fair value of stock options vested during the year ended December 31, 2019 was $1.0 million.

Commitments

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments

Operating Leases

The Company has commitments under operating leases for certain facilities used in its operations. The Company’s leases have initial lease terms ranging from one to five years. Certain lease agreements contain provisions for future rent increases.

The components of lease expense were as follows:


	Year Ended December 31, 2019
Operating lease cost	$	250,361
Variable lease cost	79,700
Total lease cost	$	330,061

Supplemental balance sheet information related to leases was as follows:


	December 31, 2019
Right-of-use assets, net	$	344,574

Current lease obligations	172,310
Non-current lease obligations	163,198
Total lease liabilities	$	335,508

Supplemental information related to leases was as follows:


	Year Ended December 31, 2019
Weighted-average remaining lease terms—operating leases (years)	2.0
Weighted-average discount rate—operating leases	7.6	%

Future minimum operating minimum lease payments for all leases, exclusive of taxes and other carrying charges, are approximately as follows:


For the Years Ending December 31,	Amount
2020	$	191,890
2021	160,909
2022	11,354
Total	$	364,153
Less: present value adjustment	(28,645)
Present value of minimum lease payments	$	335,508

The Company does not have any leases that have not yet commenced which are significant.

Financing Leases

In June 2018, the Company leased specialized research equipment under a lease classified as a financing lease. The leased equipment is included in property and equipment, net and is amortized on a straight-line basis over five years. Financing lease liabilities are included in other liabilities on the Company's consolidated balance sheets. The interest rate related to the lease obligation is 7.6% and the maturity date is July 2021.

Future minimum lease payments for all financing leases, exclusive of taxes and other carrying charges, are approximately as follows:


For the Years Ending December 31,	Amount
2020	$	23,856
2021	9,941
Total	$	33,797
Less: present value adjustment	(1,851)
Present value of minimum lease payments	$	31,946

Warrants

12 Months Ended

Dec. 31, 2019

Warrants and Rights Note Disclosure [Abstract]

Warrants

Pre-Merger Financing Warrants

On September 27, 2019, Ocugen completed the Merger with Former Ocugen. Immediately prior to the Merger, Ocugen and Former Ocugen completed a previously announced private placement transaction with certain Investors pursuant to the Financing SPA, whereby, among other things, (i) Former Ocugen issued to the Investors shares of Former Ocugen’s common stock, (ii) Former Ocugen issued and deposited additional shares of Former Ocugen’s common stock into escrow, and (iii) the

Company agreed to issue on the fifth trading day following the consummation of the Merger, Series A Warrants, Series B Warrants, and Series C Warrants.

The Pre-Merger Financing Warrants are subject to blocker provisions which restrict the exercise of the Pre-Merger Financing Warrants if, as a result of such exercise, the holder, together with its affiliates would beneficially own in excess of 4.99% or 9.99% of the outstanding common stock, including the common shares issuable upon such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Merger Financing Warrants.

If Ocugen fails to issue to a holder of the Pre-Merger Financing Warrants the number of shares of common stock to which such holder is entitled upon such holder’s exercise of the such warrants, then Ocugen shall be obligated to pay the holder on each day while such failure is continuing an amount equal to 2.0% of the market value of the undelivered shares determined using any trading price of the common stock selected by the holder as in effect at any time during the period from delivery of the exercise notice until the applicable share delivery date, and if the holder purchases shares of common stock in connection with such failure, then Ocugen must, at the holder’s discretion, reimburse the holder for the cost of such shares or deliver the owed shares and reimburse the holder for the difference between the price such holder paid for such shares and the closing market price for shares of common stock on the date of exercise.

On November 5, 2019, the Company entered into an agreement with each Investor that amends the terms of each of the Pre-Merger Financing Warrants held by each such Investor (collectively, the “Warrant Amendments”). The terms of the Pre-Merger Financing Warrants and the Warrant Amendments are discussed below.

Series A Warrants

The Series A Warrants have an initial exercise price per share of $7.13, were exercisable upon issuance and have a term of 60 months from the date of issuance. The Series A Warrants are exercisable for up to 8.8 million shares of Ocugen common stock.

The Series A Warrants have an anti-dilution adjustment whereby if Ocugen issues or sells, enters into a definitive, binding agreement pursuant to which Ocugen is required to issue or sell or is deemed, pursuant to the provisions of the Series A Warrants, to have issued or sold, any common stock for a price per share lower than the exercise price then in effect (a “Dilutive Issuance”), subject to certain limited exceptions, then (i) the exercise price of the Series A Warrants shall be reduced to such lower price per share and (ii) the number of shares issuable upon exercise of the Series A Warrants shall be increased to the number of shares of common stock determined by multiplying (a) the exercise price in effect immediately prior to such Dilutive Issuance by (b) the number of shares of common stock issuable upon exercise of the Series A Warrants immediately prior to such Dilutive Issuance (without giving effect to any limitation on exercise contained therein), and dividing the product thereof by the exercise price resulting from such Dilutive Issuance.

Each Series A Warrant was amended pursuant to the Warrant Amendments such that an equity financing involving a research or non-profit foundation or organization qualified under Section 501(c) of the Internal Revenue Code of 1986, as amended, in an amount of gross proceeds not to exceed $10.0 million and closing on or prior to May 31, 2020, will be excluded from the anti-dilution adjustment, as set forth in the Series A Warrant.

Series B Warrants

The Series B Warrants have an exercise price of $0.01, were exercisable after the completion of a 10 trading-day period following the effectiveness of a registration statement covering the resale of common stock into which such warrants were exercisable and will expire on the date on which the Series B Warrants have been exercised in full (without giving effect to any limitation on exercise contained therein) and no shares remain issuable thereunder. The Series B Warrants were initially exercisable by a holder for 8.0 million shares of common stock.

Additionally, each Series B Warrant included a Reset Period pursuant to which the number of shares issuable upon exercise of the Series B Warrants shall be increased during certain Reset Periods (as defined in the Series B Warrants) pursuant to a formula based on the greater of (i) 80% of the arithmetic average of the two lowest dollar volume-weighted average prices of a share of Ocugen common stock on Nasdaq during the applicable Reset Period immediately preceding the applicable Reset Date to date and (ii) $1.00 (the “Reset Price”). Among other things, the Reset Period was triggered by the effectiveness of the registration statement covering the resale of the shares of common stock underlying the warrants (the "Registration Statement') which became effective on November 5, 2019. The Warrant Amendments provided that Series B Warrants would not be exercisable and the effectiveness of the Registration Statement would not trigger the Reset Period until the completion of a 10 trading-day period following the SEC’s declaring it effective. The Reset Period commenced on November 20, 2019. As the dollar volume-weighted average prices of Ocugen’s common stock on Nasdaq was under $1.00 for the first two trading days of

the Reset Period, the Investors elected to advance the end of the Reset Period to November 21, 2019 and the number of shares issuable upon exercise of the Series B Warrants was increased based on a Reset Price of $1.00. This reset resulted in an aggregate of 12.6 million additional shares of common stock becoming issuable upon exercise of the Series B Warrants.

Series C Warrants

The Series C Warrants were exercisable upon issuance for up to 50.0 million shares of common stock at an initial exercise price of $7.13 per share. Each of the Series C Warrants was amended pursuant to the Warrant Amendments to permit the Investors, in lieu of making any cash payment otherwise contemplated to be made to the Company upon the exercise of the Series C Warrant, to elect instead to receive upon such exercise up to 20.0 million shares of common stock. Prior to the Warrant Amendments, the Series C Warrants had permitted the exercise without any cash payment of up to 50.0 million shares of common stock in the event that the volume weighted-average price of the common stock on Nasdaq was less than or equal to $1.20 per share on any five trading days following the issuance of the Series C Warrants. The Series C Warrants will expire upon the 45^th trading day immediately following the earlier to occur of (i) the date the holder can sell all shares issuable upon exercise of the Series C Warrants pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) and (ii) October 4, 2020, provided that if such date falls on a day other than a business day or on which trading does not take place on Nasdaq (a “Holiday”), the next day that is not a Holiday.

The following table summarizes the activity of the Pre-Merger Financing Warrants, including the effect of the Warrant Amendments:


	Series A Warrants		Series B Warrants		Series C Warrants	Total
Outstanding at January 1, 2019	—		—		—	—
Issued	8,771,928		20,614,036		20,000,000	49,385,964
Exercised	—		(20,613,036)		(19,999,000)	(40,612,036)
Outstanding at December 31, 2019	8,771,928		$	1,000	1,000	8,773,928
Exercise price	$	7.13	$	0.01	$ 0.00

Accounting for the Pre-Merger Financing Warrants

Although the Pre-Merger Financing Warrants were issued on October 4, 2019, the agreement for issuance of the Pre-Merger Financing Warrants was a firm commitment reached between Ocugen and the Investors as part of the Financing SPA upon the closing of the Merger. Therefore, for accounting purposes the issuance date was determined to be the date of the Merger. As of the date of the Merger, the Series A Warrants and Series C Warrants were classified as equity and the Series B Warrants were classified as a liability on the consolidated balance sheet.

The Series B Warrants were classified as a liability as they did not meet the derivative scope exception related to equity indexation because the Reset Date was triggered on the effective date of a Registration Statement and the timing of when a Registration Statement for the underlying shares is available is not an input in an option pricing model. Series B Warrants were classified as a derivative liability in the consolidated balance sheet measured at fair value on September 27, 2019 and marked to market at September 30, 2019. Upon the completion of the Reset Period, the Series B Warrants were reassessed and determined to meet the derivative scope exception allowing for equity classification. The Series B Warrants were marked to market a final time as a change in the fair value of a derivative liability and the remaining liability balance was reclassified to equity. Subsequent to the Reset Period, almost all of the Series B Warrants were exercised for shares of common stock.

The following table provides a roll-forward of the Series B Warrant liability:


	Amount
Balance at January 1, 2019	$	—
Fair value at issuance (September 27, 2019)	9,387,760
Change in fair value of embedded derivatives	1,867,980
Amount reclassified to equity	(11,255,740)
Balance at December 31, 2019	$	—

The fair value of the Series B Warrants upon issuance was calculated using a Monte Carlo simulation while estimating the stock price during the 45-day Reset Period, based on the terms described within the Financing SPA. Key fair value inputs included the starting stock price, expected stock volatility during the 45-day Reset Period, and additional shares issued from escrow. The methodology for measuring fair value was sensitive to the expected stock volatility assumption input mentioned above. The volatility used in the fair value estimate at issuance was 96.0%. Inputs used in the valuation are unobservable and are therefore classified as Level 3 fair value inputs. The fair value of the Series B Warrants upon the end of the Reset Period was based on a Black-Scholes valuation model, which is classified as Level 3 in the fair value hierarchy.

Accounting for the Warrant Amendments

The Company accounted for the Warrant Amendments as a modification by assessing whether the modification resulted in an incremental fair value of the warrants. An increase in fair value resulting from the modification may be recognized as expense in the consolidated statements of operations and comprehensive loss, whereas a decrease in fair value is not recognized. The Company determined that the modifications to the Series A Warrants and Series B Warrants were not substantive amendments that would result in an increase in fair value based on a qualitative assessment of the terms of the amendments. The Series C Warrants were determined to substantially modified. The Company estimated the fair value of the Series C Warrants immediately prior to and immediately after the modification and concluded that the fair value of the warrants decreased and therefore there was no incremental fair value to recognize resulting from the modification.

Former Ocugen Warrants

Prior to 2018, Former Ocugen issued warrants to investors of the Company pursuant to a stockholders' agreement and to two employees of the Company pursuant to their respective employment agreements. As of December 31, 2019 and 2018, 0.9 million warrants to purchase common stock were outstanding and exercisable and had a weighted average exercise price of $5.67 per share. The warrants expire between 2025 and 2027.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesFor the years ended December 31, 2019 and 2018, the Company did not recognize any current or deferred income tax expense or benefit due to the current and historical losses incurred by the Company. Losses before income taxes were $20.2 million and $18.2 million for the years ended December 31, 2019 and 2018, respectively, substantially all of which were incurred in the United States.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following:


	As of December 31,
	2019		2018
Deferred tax assets:
Net operating loss carryforwards	$	31,575,288	$	6,864,360
Capital loss carryforwards	7,298,052		—
Start-up costs	11,234,751		—
Accruals and reserves	166,611		35,645
Intellectual property amortization	555,352		121,694
Stock-based compensation expense	1,123,100		993,234
Convertible debt	—		498,236
Tax credits	1,926,677		548,399
Lease liability	96,895		—
Total deferred tax assets	53,976,726		9,061,568
Valuation allowance	(53,877,168)		(9,061,568)
Deferred tax assets, net of allowance	$	99,558	$	—

Deferred tax liabilities:
Lease ROU asset	(99,558)		—
Net deferred tax assets	$	—	$	—

As of December 31, 2019 and 2018, the Company had U.S. federal net operating loss ("NOL") carryforwards of $113.6 million and $23.7 million, respectively, which may be available to offset future income tax liabilities. The Tax Cut and Jobs Act, which was enacted in December 2017, will generally allow federal losses generated after 2017 to be carried over indefinitely, but will generally limit the NOL deduction to the lesser of the NOL carryover or 80% of a corporation’s taxable income. In addition, there will be no carryback for losses generated after 2017. Losses generated prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s NOL carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal NOLs generated after 2017 of $61.2 million, which do not expire. The federal NOLs generated prior to 2018 of $52.4 million will expire at various dates through 2037.

As of December 31, 2019 and 2018, the Company also had U.S. state NOL carryforwards of $112.4 million and $23.7 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2039.

As of December 31, 2019 and 2018, the Company has federal tax credit carryforwards of approximately $1.6 million and $0.8 million, respectively, which are available to offset future federal tax liabilities which expire at various dates through 2039. As of December 31, 2019 and 2018, the Company has state tax credit carryforwards of approximately $0.4 million and $0.1 million, respectively, which are available to reduce future tax liabilities which expire at various dates through 2034.

The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2019 and 2018 because the Company has determined that is it more likely than not that these assets will not be fully realized due to the Company's history of operating losses and lack of available evidence supporting future taxable income. The Company experienced a net change in valuation allowance of $44.8 million during the year ended December 31, 2019, primarily related to the increase in NOL carryforwards. The increase in the federal and state NOL carryforwards during the year ended December 31, 2019 was primarily due to the acquired NOL carryforwards as a result of the Merger.

Under the provisions of the IRC, the NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Utilization of U.S. federal and state operating loss and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, 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 taxable income and tax liabilities, respectively. The Company acquired a significant amount of federal and state NOL carryforwards and federal and state tax credit carryforwards as a result of the Merger. The Company

has not yet conducted a comprehensive study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the NOL carryforward or tax credit carryforwards before utilization, which would be offset by a change in the Company's valuation allowance. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position.

The reconciliation of federal statutory income tax to the Company's provision for income taxes is as follows:


	As of December 31,
	2019		2018
Expected provision at statutory rate	21.0	%	21.0	%
State tax - net of federal benefit	5.3	%	7.6	%
Research and development credits	3.2	%	2.1	%
Permanent differences	(8.1)	%	(0.8)	%
Other	2.9	%	0.0	%
Change in valuation allowance	(24.3)	%	(29.9)	%
Total provision for income taxes	—	%	—	%

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Amount
Gross unrecognized tax benefits as of December 31, 2018	$	—
Additions for tax positions taken in a prior year	303,050
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 as of December 31, 2019	$	303,050

The uncertain tax positions giving rise to the unrecognized tax benefits of $0.3 million at December 31, 2019 relate to the timing of certain income and deductions for federal income tax purposes taken by Histogenics prior to the Merger. The reversal of unrecognized tax benefits would not have any impact on the effective tax rate in future periods and is not expected to create cash tax 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 under status from 2016 to present.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn March 26, 2020, the Company borrowed an additional $0.5 million under the terms and conditions of the EB-5 Loan Agreement. Outstanding borrowings pursuant to the EB-5 Program, including accrued interest, become due upon the seventh anniversary of the final disbursement. Following this borrowing, total principal outstanding under the EB-5 Loan Agreement is $1.5 million.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and ConsolidationThe accompanying consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
Principles of Consolidation	The consolidated financial statements include the accounts of Ocugen, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with current year presentation.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions The assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars based on exchange rates in effect at the end of each period. Revenues and expenses are translated at average exchange rates during the periods. Currency transaction gains or losses are included in other expenses. Gains or losses from balance sheet translation are included in accumulated other comprehensive income.
Use of Estimates	Use of Estimates In preparing 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 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 estimation of clinical trial accruals and the valuation of share-based payment arrangements, warrants, and embedded conversion features on the convertible notes.
Asset Held for Sale	Asset Held for Sale An asset is considered to be held for sale when all of the following criteria are met: (i) management commits to a plan to sell the asset; (ii) it is unlikely that the disposal plan will be significantly modified or discontinued; (iii) the asset is available for immediate sale in its present condition; (iv) actions required to complete the sale of the asset have been initiated; (v) sale of the asset is probable and the completed sale is expected to occur within one year; and (vi) the asset is actively being marketed for sale at a price that is reasonable given its current market value. A long-lived asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. If the long-lived asset is newly acquired, the carrying amount of the long-lived asset is established based on its fair value less cost to sell at the acquisition date. A long-lived asset is not depreciated or amortized while it is classified as held for sale, and an impairment loss would be recognized to the extent the carrying amount exceeds the asset's fair value less cost to sell.
Fair Value Measurements	Fair Value Measurements The company follows the provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair measurements. The estimated fair value of certain financial instruments, cash and cash equivalents, accounts payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. As of December 31, 2019 and 2018, the Company believes the fair value of the EB-5 note approximates its carrying value. ASC 820 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 company had derivative instruments that were fair valued on a recurring basis using Level 3 inputs.
Financial Instruments Indexed to and Potentially Settled in Common Stock	Financial Instruments Indexed to and Potentially Settled in Common Stock The Company accounts for warrants in accordance with ASC Topic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”), which is the authoritative guidance on accounting for derivative financial instruments indexed to and potentially settled in a company’s own stock. To determine whether a contract is considered indexed to the issuer’s own equity, the Company performs a two-step analysis: Step 1: Evaluate whether the contract contains any exercise contingencies and, if so, whether they disqualify the contract from being classified as equity, and Step 2: Assess whether the settlement terms are consistent with equity classification. The Company classifies the liability-designated warrants on its consolidated balance sheets as a derivative liability which is recognized at fair value at each reporting period subsequent to the initial issuance. Changes in the fair value of derivatives are recognized as other income (expense) in the consolidated statements of operations and comprehensive loss.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and United States government and United States government agency obligations. The Company’s restricted cash balance consists of cash held to collateralize a corporate credit card account.
Property and Equipment, Net	Property and Equipment, NetProperty and equipment is recorded at cost. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Gains and losses on disposal of assets are included in the consolidated statements of operations and comprehensive loss. Depreciation is calculated using the straight-line method and is recognized over an expected useful life of 5 years for equipment and 7 years for furniture.
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 has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating leases are included in other assets and lease obligations on the Company’s consolidated balance sheets. Operating lease right-of-use ("ROU") assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating 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. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company 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. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments include the Company's proportionate share of utilities and other operating expenses and are presented as operating expenses in the Company’s income statement in the same line item as expense arising from fixed lease payments.
Stock-based compensation	Stock-based compensation Ocugen accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing agreements, to be recognized in the statements of operations based on their fair values. Ocugen uses the Black-Scholes option-pricing model to determine the fair value of options granted. Ocugen recognized forfeitures as they occur. Ocugen’s stock-based awards are subject to service-based vesting conditions. Compensation expense related to awards to employees and directors 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 awards generally vest over a one to three year requisite service period and have a contractual term of 10 years. Estimating the fair value of options requires the input of subjective assumptions, including expected life of the option, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in Ocugen’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. If any assumptions change, Ocugen’s stock-based compensation expense could be materially different in the future. These assumptions used in Ocugen’s Black-Scholes option-pricing model are as follows: Expected Term. Due to the historical lack of a public market for the trading of Ocugen common stock and the lack of sufficient company-specific historical data, the expected term of employee options is determined using the “simplified” method, as prescribed in Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 (“SAB No. 107”), whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term of non-employee options is equal to the contractual term. Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen’s industry for periods commensurate with the expected term assumption. 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.
Income Taxes	Income Taxes The Company is a Delaware C-Corporation. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, is applied during the years in which temporary differences are expected to be settled and is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on the weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest or penalty expense was recognized during the periods presented. The Company has assessed and concluded that there are uncertain tax positions giving rise to the unrecognized tax benefits as of December 31, 2019. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state, and local authorities may examine the Company’s tax returns for three years from the date of the filing and the current and prior three years remain subject to examination as of December 31, 2019.
Segment Information	Segment InformationThe Company views its operations and manages its business as one operating segment, which is the development of innovative therapies to address the whole eye.
Recently Adopted Accounting Standards; Recent Accounting Pronouncements	Recently Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASC 842”). In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard, and ASU No. 2018-11, Leases (Topic 842)—Targeted Improvements (“ASU 2018-11”), which addressed implementation issues related to the new lease standard. These and certain other lease-related ASUs have generally been codified in ASC 842. ASC 842 supersedes the lease accounting requirements in ASC Topic 840, Leases (“ASC 840”). ASC 842 establishes a right-of-use model that requires a lessee to record a right-of-use (“ROU”) asset and a lease liability on the balance sheet for all leases. Under ASC 842, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The standard also requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 on January 1, 2019 using the effective date transition method. Prior period results continue to be presented under ASC 840 based on the accounting standards originally in effect for such periods. The Company has elected certain practical expedients permitted under the transition guidance within ASC 842 to leases that commenced before January 1, 2019, including the package of practical expedients. The election of the package of practical expedients resulted in the Company not reassessing prior conclusions under ASC 840 related to lease identification, lease classification and initial direct costs for expired and existing leases prior to January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated results of operations or cash flows. Upon adoption, the Company recognized an ROU asset and lease liability of $0.4 million and $0.4 million, respectively. See Note 9 for additional information. Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements and was effective for the Company on January 1, 2020. The adoption of this standard will not have a material impact on the Company's disclosures. 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 2016-13, which have the same effective date and transition date of January 1, 2023. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently 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 Company does not expect the adoption of these standards to have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	As of December 31,
	2019		2018
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	7,444,052	$	1,628,136
Restricted cash	151,016		150,477
Total cash, cash equivalents and restricted cash	$	7,595,068	$	1,778,613

Schedule of Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	As of December 31,
	2019		2018
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	7,444,052	$	1,628,136
Restricted cash	151,016		150,477
Total cash, cash equivalents and restricted cash	$	7,595,068	$	1,778,613

Merger and Pre-Merger Financing (Tables)

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Summary of assets and liabilities to be sold pursuant to Asset Purchase Agreement

Assets and liabilities of Histogenics on September 27, 2019 were as follows (in thousands):


	September 27, 2019
Cash and cash equivalents	$	302
Asset held for sale	7,000
Accounts payable	(1,106)
Net assets acquired	$	6,196

Net Loss Per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings 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, 2019 and 2018:


	Year ended December 31,
	2019		2018
Net loss—basic and diluted	$	(20,242,630)	$	(18,219,664)
Shares used in calculating net loss per common share—basic and diluted	13,893,819		4,960,552
Net loss per common share—basic and diluted	$	(1.46)	$	(3.67)

Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares

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,
	2019	2018
Options to purchase common stock	731,189	632,752
Warrants	870,020	870,020
Series A Warrants	8,771,928	—
Series B Warrants	1,000	—
Series C Warrants	1,000	—
Total	10,375,137	1,502,772

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued Expenses are as follows:


	As of December 31,
	2019		2018
Accrued expenses:
Research and development	$	271,322	$	705,436
Clinical	421,788		469,473
Consulting	98,245		86,619
Employee-related	624,420		123,372
Legal	819,323		15,400
Other	34,947		2,450
Total accrued expenses	$	2,270,045	$	1,402,750

Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt


	As of December 31,
	2019		2018
Principal outstanding	$	1,000,000	$	1,000,000
Plus: accrued interest	127,777		87,222
Less: unamortized debt issuance costs	(55,654)		(70,495)
Carrying value of debt	$	1,072,123	$	1,016,727

Schedule of Principal, Embedded Derivatives and Carrying Value of Debts

At issuance, the following amounts were recorded:


Note Issuance Date	Note Principal Amount		Fair Value of Embedded Derivatives		Debt Issuance Costs		Carrying Value upon Issuance
January 2018	$	5,000,000	$	(2,657,711)	$	(35,969)	$	2,306,320
June 2018	1,000,000		(724,216)		(3,000)		272,784
November 2018	1,150,400		(21,127)		(50,646)		1,078,627
December 2018	150,000		(2,857)		(14,310)		132,833
January 2019	450,000		(182,882)		(29,358)		237,760
February 2019	1,000,000		(302,379)		(55,875)		641,746
Total	$	8,750,400	$	(3,891,172)	$	(189,158)	$	4,670,070

Schedule of Changes of Embedded Derivative of Convertible Notes


	Amount
Balance at January 1, 2018	$	—
Fair value of embedded derivatives at issuance	3,405,911
Change in fair value of embedded derivatives	(1,664,689)
Balance at December 31, 2018	$	1,741,222
Fair value of embedded derivatives at issuance	567,661
Change in fair value of embedded derivatives	1,319,400
Conversion and extinguishment of debt	(3,628,283)
Balance at December 31, 2019	$	—

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

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-Name Accounting Standards Codification
-Topic 835
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-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

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-Name Accounting Standards Codification
-Topic 505
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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-Name Accounting Standards Codification
-Topic 835
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-Name Accounting Standards Codification
-Topic 505
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-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

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-Name Accounting Standards Codification
-Topic 942
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

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-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense for Options Granted Reflected in the Consolidated Statement of Operations and Comprehensive Loss

Stock-based compensation expense for options granted are reflected in the consolidated statements of operations and comprehensive loss as follows:


	Year Ended December 31,
	2019		2018
General and administrative	$	362,833	$	515,160
Research and development	521,256		559,527
Total	$	884,089	$	1,074,687

Schedule of Weighted Average Assumptions Utilized in Fair Value Calculation

Weighted average assumptions utilized in the fair value calculation for options to purchase common stock as of December 31, 2019 and 2018 are as follows:


	Year Ended December 31,
	2019	2018
Weighted average common stock price	$1.04	$9.72
Expected option term (years)	6.0	6.0 – 10.0
Weighted average expected stock price volatility	109%	85%
Risk-free interest rate	1.5% – 2.4%	2.3% – 3.0%
Expected dividend rate	—%	—%

Schedule of Stock Option Activity

The following table summarizes the stock option activity under the Plans:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at December 31, 2018	632,752	$	5.93	7.9	$	4,801,696
Granted	238,761	$	1.04
Cancelled	(140,324)	$	4.58
Options outstanding at December 31, 2019	731,189	$	4.59	8.0	$	24,028
Options exercisable at December 31, 2019	385,841	$	5.15	6.8	$	3,049

Commitments (Tables)

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease expense

The components of lease expense were as follows:


	Year Ended December 31, 2019
Operating lease cost	$	250,361
Variable lease cost	79,700
Total lease cost	$	330,061

Supplemental information related to leases was as follows:


	Year Ended December 31, 2019
Weighted-average remaining lease terms—operating leases (years)	2.0
Weighted-average discount rate—operating leases	7.6	%

Schedule of supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


	December 31, 2019
Right-of-use assets, net	$	344,574

Current lease obligations	172,310
Non-current lease obligations	163,198
Total lease liabilities	$	335,508

Schedule of maturities of operating leases

Future minimum operating minimum lease payments for all leases, exclusive of taxes and other carrying charges, are approximately as follows:


For the Years Ending December 31,	Amount
2020	$	191,890
2021	160,909
2022	11,354
Total	$	364,153
Less: present value adjustment	(28,645)
Present value of minimum lease payments	$	335,508

Schedule of maturities of finance leases

Future minimum lease payments for all financing leases, exclusive of taxes and other carrying charges, are approximately as follows:


For the Years Ending December 31,	Amount
2020	$	23,856
2021	9,941
Total	$	33,797
Less: present value adjustment	(1,851)
Present value of minimum lease payments	$	31,946

Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Warrants and Rights Note Disclosure [Abstract]

Schedule of Pre-merger Financing Warrants

The following table summarizes the activity of the Pre-Merger Financing Warrants, including the effect of the Warrant Amendments:


	Series A Warrants		Series B Warrants		Series C Warrants	Total
Outstanding at January 1, 2019	—		—		—	—
Issued	8,771,928		20,614,036		20,000,000	49,385,964
Exercised	—		(20,613,036)		(19,999,000)	(40,612,036)
Outstanding at December 31, 2019	8,771,928		$	1,000	1,000	8,773,928
Exercise price	$	7.13	$	0.01	$ 0.00

Schedule of reconciliation of Series B Warrant liability measured at fair value using Level 3 significant unobservable inputs

The following table provides a roll-forward of the Series B Warrant liability:


	Amount
Balance at January 1, 2019	$	—
Fair value at issuance (September 27, 2019)	9,387,760
Change in fair value of embedded derivatives	1,867,980
Amount reclassified to equity	(11,255,740)
Balance at December 31, 2019	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

The significant components of the Company’s deferred tax assets and liabilities are comprised of the following:


	As of December 31,
	2019		2018
Deferred tax assets:
Net operating loss carryforwards	$	31,575,288	$	6,864,360
Capital loss carryforwards	7,298,052		—
Start-up costs	11,234,751		—
Accruals and reserves	166,611		35,645
Intellectual property amortization	555,352		121,694
Stock-based compensation expense	1,123,100		993,234
Convertible debt	—		498,236
Tax credits	1,926,677		548,399
Lease liability	96,895		—
Total deferred tax assets	53,976,726		9,061,568
Valuation allowance	(53,877,168)		(9,061,568)
Deferred tax assets, net of allowance	$	99,558	$	—

Deferred tax liabilities:
Lease ROU asset	(99,558)		—
Net deferred tax assets	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of federal statutory income tax to the Company's provision for income taxes is as follows:


	As of December 31,
	2019		2018
Expected provision at statutory rate	21.0	%	21.0	%
State tax - net of federal benefit	5.3	%	7.6	%
Research and development credits	3.2	%	2.1	%
Permanent differences	(8.1)	%	(0.8)	%
Other	2.9	%	0.0	%
Change in valuation allowance	(24.3)	%	(29.9)	%
Total provision for income taxes	—	%	—	%

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Amount
Gross unrecognized tax benefits as of December 31, 2018	$	—
Additions for tax positions taken in a prior year	303,050
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 as of December 31, 2019	$	303,050

Nature of Business - Reverse Stock Split (Details) - Histogenics	Sep. 27, 2019
Nature of Business
Reverse stock split ratio	0.0167
Shares issued exchange rate to former Ocugen's stockholders (exchange rate)	47.94%

Nature of Business - Going Concern (Details) - USD ($)	12 Months Ended
Nature of Business - Going Concern (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (20,242,630)	$ (18,219,664)
Accumulated deficit	(51,479,824)	(31,237,194)
Cash, cash equivalents and restricted cash	$ 7,595,068	$ 1,778,613	$ 6,301,572

- Definition

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

+ References + Details

Summary of Significant Accounting Policies (Narrative) (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) segment	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)
RECENT ACCOUNTING PRONOUNCEMENTS
Asset held for sale	$ 7,000,000
Contractual term	10 years
Number of operating segments \| segment	1
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Vesting period	1 year
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Vesting period	3 years
Equipment
RECENT ACCOUNTING PRONOUNCEMENTS
Useful life	5 years
Furniture
RECENT ACCOUNTING PRONOUNCEMENTS
Useful life	7 years
Equipment and Furniture
RECENT ACCOUNTING PRONOUNCEMENTS
Accumulated depreciation and amortization	$ 100,000		$ 100,000
Accounting Standards Update 2016-02
RECENT ACCOUNTING PRONOUNCEMENTS
Right-of-use asset		$ 400,000
Lease liability		$ 400,000

Summary of Significant Accounting Policies (Summary Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$ 7,444,052	$ 1,628,136
Restricted cash	151,016	150,477
Total cash, cash equivalents and restricted cash	$ 7,595,068	$ 1,778,613	$ 6,301,572

Merger and Financing - Pre-Merger Financing (Details) - USD ($) shares in Millions, $ in Millions		1 Months Ended	12 Months Ended
	Oct. 04, 2019	Jun. 30, 2019	Dec. 31, 2019
Reverse Merger and Financing
Percentage of volume-weighted average trading price of a share of common stock that triggered release of converted additional shares (in percentage)	80.00%
Period over which trading price of common stock as quoted on the Nasdaq Capital Market was considered for the release of converted additional shares	3 days
Senior Secured Convertible Notes
Reverse Merger and Financing
Repayment of senior secured notes			$ 5.3
Series A and Series C warrants
Reverse Merger and Financing
Equity issuance cost			1.1
Series B Warrants
Reverse Merger and Financing
Equity issuance cost			0.8
Financing SPA
Reverse Merger and Financing
Number of shares agreed to issue immediately prior to the merger (in shares)		4.6
Number of converted initial shares, agreed to be issued (in shares)		2.2
Number of converted additional shares in the form of escrow agreed to issue immediately prior to the merger (in shares)		2.2
Aggregate purchase price		$ 25.0
Acquisition cost incurred		2.5
Equity issuance cost			1.9
Equity issuance costs paid in cash			0.7
Equity issuance costs paid with equity			$ 1.2
Net proceeds from pre-merger financing		$ 17.2

Merger and Financing - Merger with Histogenics (Details) - USD ($)					1 Months Ended
	Dec. 31, 2019	Oct. 04, 2019	Sep. 27, 2019	May 08, 2019	Jan. 31, 2018	Sep. 26, 2019	Dec. 31, 2018
Merger and Financing
Cash and cash equivalents	$ 7,444,052						$ 1,628,136
Accounts payable	(1,895,613)						$ (3,277,525)
Asset purchase agreement, cash consideration	8,500,000
Histogenics
Merger and Financing
Acquisition cost incurred			$ 4,900,000
Acquisition cost paid in cash			2,600,000
Acquisition cost paid with equity			2,300,000
Cash and cash equivalents			302,000
Asset held for sale			7,000,000
Accounts payable			(1,106,000)
Net assets acquired			$ 6,196,000
Asset purchase agreement, cash consideration				$ 6,500,000
Percentage of purchase price increase per month		10.00%
Histogenics \| Level 2
Merger and Financing
Quoted price of assets held for sale of NeoCart	7,000,000.0
Neocart \| Level 2
Merger and Financing
Quoted price of assets held for sale of NeoCart	$ 7,000,000.0
Former Ocugen equity holders \| Histogenics
Merger and Financing
Ownership (as a percent)			84.25%
Stockholders of Histogenics immediately before the Merger \| Histogenics
Merger and Financing
Ownership (as a percent)						15.75%
Histogenics
Merger and Financing
Upfront cash payment received for license granted to MEDINET					$ 10,000,000.0

Net Loss Per Share of Common Stock (Details) - USD ($)	12 Months Ended
Net Loss Per Share of Common Stock (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share
Net Loss-diluted	$ (20,242,630)	$ (18,219,664)
Net loss- basic	$ (20,242,630)	$ (18,219,664)
Shares used in calculation net loss per common share - basic and diluted (in shares)	13,893,819	4,960,552
Net loss per share of common stock - basic and diluted (in USD per share)	$ (1.46)	$ (3.67)
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	10,375,137	1,502,772
Options to purchase common stock
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	731,189	632,752
Warrants
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	870,020	870,020
Series A Warrants
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	8,771,928	0
Series B Warrants
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	1,000	0
Series C Warrants
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	1,000	0

License and Collaboration Agreements (Details) - USD ($) shares in Millions		12 Months Ended
	Sep. 27, 2019	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014
License agreements:
Research and development			$ 8,085,522	$ 10,321,397
Collaboration Agreement with CanSino Biologics
License agreements:
Term (in years)	10 years
Period within with Cansino to provide development cost statement	45 days
Period within which to reimburse Cansino of development costs	1 year
Schepens Eye Research Institute
License agreements:
License fee paid					$ 100,000
Potential development and regulatory milestone payments					6,000,000.0
Potential commercial milestone payment					$ 10,100,000
Milestone payment			0
Royalty payments			0
Cancellation period, written notice					180 days
Research and development			600,000	500,000
Collaboration agreement with University of Illinois, Chicago
License agreements:
Potential development and regulatory milestone payments						$ 1,300,000
Milestone payment				$ 300,000
Cancellation period, written notice				90 days
Signing fee paid						$ 15,000
Minimum annual royalty payment			$ 20,000
Collaboration agreement with University of Illinois, Chicago \| Forecast
License agreements:
Minimum annual royalty payment		$ 50,000
Collaboration agreement with University of Colorado
License agreements:
Potential development and regulatory milestone payments					$ 1,500,000
Cancellation period, written notice							60 days
Minimum annual royalty payment					$ 20,000
Shares issued (in shares)							0.1

Accrued Expenses (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accrued Liabilities, Current [Abstract]
Research and development	$ 271,322	$ 705,436
Clinical	421,788	469,473
Consulting	98,245	86,619
Employee-related	624,420	123,372
Legal	819,323	15,400
Other	34,947	2,450
Total accrued expenses	$ 2,270,045	$ 1,402,750

Debt - EB-5 Loan (Details) - USD ($)	4 Months Ended	12 Months Ended
Debt - EB-5 Loan (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016	Sep. 30, 2016
Debt
Issuance costs		$ 99,202	$ 103,925
EB-5 Loan \| Loans payable
Debt
Maximum borrowing					$ 10,000,000.0
Borrowing increments	$ 500,000
Interest rate (as a percent)					4.00%
Amount borrowed	$ 1,000,000.0			$ 1,000,000.0
Issuance costs				$ 100,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Debt - Summary of EB-5 Loan (Details) - EB-5 Loan - Loans payable - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Debt
Long-term Line of Credit			$ 1,000,000.0
Principal outstanding	$ 1,000,000	$ 1,000,000
Plus: accrued interest	127,777	87,222
Less: unamortized debt issuance costs	(55,654)	(70,495)
Carrying value of debt	$ 1,072,123	$ 1,016,727

- Definition

+ References + Details

Debt - Convertible Notes (Details) - USD ($)	12 Months Ended
Debt - Convertible Notes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Feb. 28, 2019	Jan. 31, 2019	Nov. 30, 2018	Jun. 30, 2018	Jan. 31, 2018	Dec. 31, 2017
Debt
Fair Value of Embedded Derivatives	$ 0	$ (1,741,222)						$ 0
Maturity term (in months)	18 months
Convertible notes \| Maximum
Debt
Conversion price discount per original agreement (as a percent)	30.00%
Convertible notes
Debt
Note Principal Amount	$ 8,750,400
Debt Issuance Costs	(189,158)
Carrying value of debt	4,670,070
Accretion of debt discount	600,000	3,400,000
Convertible notes \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives	(3,891,172)
Convertible notes \| Convertible notes
Debt
Note principal outstanding	$ 0
Interest rate (as a percent)	5.00%
Redemption multiple upon default	1.5
Convertible Notes - Board of Directors \| Convertible notes \| Board members
Debt
Note Principal Amount	$ 3,500,000	3,500,000
Convertible Note - January 2018
Debt
Note Principal Amount							$ 5,000,000
Debt Issuance Costs							(35,969)
Carrying value of debt							2,306,320
Convertible Note - January 2018 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives							$ (2,657,711)
Convertible Note - June 2018
Debt
Note Principal Amount						$ 1,000,000
Debt Issuance Costs						(3,000)
Carrying value of debt						272,784
Convertible Note - June 2018 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives						$ (724,216)
Convertible Note - November 2018
Debt
Note Principal Amount					$ 1,150,400
Debt Issuance Costs					(50,646)
Carrying value of debt					1,078,627
Convertible Note - November 2018 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives					$ (21,127)
Convertible Note - December 2018
Debt
Note Principal Amount		150,000
Debt Issuance Costs		(14,310)
Carrying value of debt		132,833
Convertible Note - December 2018 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives		$ (2,857)
Convertible Note - January 2019
Debt
Note Principal Amount				$ 450,000
Debt Issuance Costs				(29,358)
Carrying value of debt				237,760
Convertible Note - January 2019 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives				$ (182,882)
Convertible Note - February 2019
Debt
Note Principal Amount			$ 1,000,000
Debt Issuance Costs			(55,875)
Carrying value of debt			641,746
Convertible Note - February 2019 \| Convertible debt, conversion feature
Debt
Fair Value of Embedded Derivatives			$ (302,379)

Debt - Schedule of Fair Value of the Embedded Features (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Fair value of embedded derivative	$ 0	$ 1,741,222	$ 0
Fair value of embedded derivatives at issuance	567,661	3,405,911
Change in fair value of embedded derivatives	1,319,400	$ (1,664,689)
Conversion and extinguishment of debt	$ (3,628,283)

Debt - Convertible Notes Other Information (Details) - USD ($) $ / shares in Units, $ in Millions	May 16, 2019	Apr. 05, 2019	Dec. 31, 2019	Apr. 04, 2019	Dec. 31, 2018
Debt
Common stock, shares agreed to be sold, stock subscription agreement (in shares)		100,000
Common stock, value, subscriptions		$ 1.0
Price per share (in USD per share)		$ 12.41
Common stock, shares issued (in shares)			52,746,728		4,960,552
Increase in additional paid-in capital from conversion	$ 0.9	$ 13.0
Convertible promissory notes
Debt
Note Principal Amount				$ 0.9
Interest rate (as a percent)				5.00%
January 2019 and February 2019 notes \| Convertible notes
Debt
Conversion price discount per original agreement (as a percent)			15.00%
November 2018 and December 2018 notes \| Convertible notes \| Minimum
Debt
Conversion price discount per original agreement (as a percent)			0.00%
Convertible notes
Debt
Common stock, shares issued (in shares)		1,100,000
Extinguishment of debt loss		$ 0.3
Shares issued, price per share (in USD per share)		$ 8.69
Board members
Debt
Common stock, shares agreed to be sold, stock subscription agreement (in shares)		40,286
Common stock, value, subscriptions		$ 0.5

Debt - Senior Secured Convertible Notes (Details) - USD ($) $ in Millions	Dec. 31, 2019	Sep. 30, 2019	Jun. 28, 2019	May 21, 2019
Senior Secured Convertible Notes - May 2019
Debt
Note Principal Amount				$ 2.4
Original Issue Discount				$ (0.5)
Senior Secured Convertible Notes
Debt
Note Principal Amount		$ 5.3
Original Issue Discount	$ (0.8)
Senior Secured Convertible Notes - June 2019
Debt
Note Principal Amount			$ 2.9
Original Issue Discount			$ (0.4)

Stock-Based Compensation - Schedule of Compensation Expense for Options Granted (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 884,089	$ 1,074,687
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	362,833	515,160
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 521,256	$ 559,527

Shared-Based Compensation (Details) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) segment $ / shares shares	Dec. 31, 2018 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $	$ 0.9
Number of equity compensation plans \| segment	2
Automatic increase in shares to be issue (in percentage)	4.00%
Weighted average grant date fair value (in USD per share) \| $ / shares	$ 0.84	$ 7.97
Options vested in period, fair value \| $	$ 1.0
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	2.1
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to options outstanding, weighted average period for expense to be recognized	1 year 8 months 12 days
Stock options \| 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period (in shares)	0.6
Stock options \| 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued in period (in shares)	0.1

Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average common stock price (in USD per share)	$ 1.04	$ 9.72
Expected option term (years)	6 years
Weighted average expected stock price volatility (in percentage)	109.00%	85.00%
Expected dividend rate (in percentage)	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term (years)		6 years
Risk-free interest rate (in percentage)	1.50%	2.30%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term (years)		10 years
Risk-free interest rate (in percentage)	2.40%	3.00%

Stock-Based Compensation - Schedule Options to Purchase Common Stock (Details) - 2019 Plan - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Shares
Options outstanding (in shares)	731,189	632,752
Granted (in shares)	238,761
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	(140,324)
Exercisable (in shares)	385,841
Weighted Average Exercise Price
Options Outstanding (in USD per share)	$ 4.59	$ 5.93
Granted (in USD per share)	1.04
Cancelled (in USD per share)	4.58
Exercisable (in USD per share)	$ 5.15
Additional disclosures
Options outstanding, weighted average remaining contractual term	8 years	7 years 10 months 24 days
Options exercisable, weighted average remaining contractual term	6 years 9 months 18 days
Options outstanding, intrinsic value	$ 24,028	$ 4,801,696
Options exercisable, intrinsic value	$ 3,049

Commitments (Details)	Dec. 31, 2019
Leases
Leases, term of contract (in years)	5 years
Minimum
Leases
Leases, term of contract (in years)	1 year
Maximum
Leases
Leases, term of contract (in years)	5 years

Commitments - Operating leases, components of lease expense (Details)	12 Months Ended
	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 250,361
Variable lease cost	79,700
Total lease cost	$ 330,061

Commitments - Operating leases, supplemental balance sheet information (Details)	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Right-of-use assets, net	$ 344,574
Current lease obligations	172,310
Non-current lease obligations	163,198
Total lease liabilities	$ 335,508

Commitments - Operating leases, supplemental information related to leases (Details)	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease terms—operating leases (years)	2 years
Weighted-average discount rate—operating leases	7.60%

Commitments - Operating leases, future minimum lease payments (Details)	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 191,890
2021	160,909
2022	11,354
Total	364,153
Less: present value adjustment	(28,645)
Total lease liabilities	$ 335,508

Commitments - Finance leases (Details)	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Leases, term of contract (in years)	5 years
Interest rate (as a percent)	7.60%

Commitments - Finance leases, future minimum lease payments (Details)	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 23,856
2021	9,941
Total	33,797
Less: present value adjustment	(1,851)
Present value of minimum lease payments	$ 31,946

Warrants (Details) $ / shares in Units, shares in Millions, $ in Millions			2 Months Ended	3 Months Ended	12 Months Ended
	Nov. 21, 2019 $ / shares	Nov. 05, 2019 $ / shares shares	Dec. 31, 2019 USD ($) measurementInput $ / shares shares	Dec. 31, 2019 USD ($) measurementInput $ / shares shares	Dec. 31, 2019 USD ($) measurementInput $ / shares shares	Nov. 04, 2019 $ / shares shares	Oct. 04, 2019	Dec. 31, 2018 shares	Dec. 31, 2017 segment
Class of Warrant or Right [Line Items]
Pre-merger financing warrants, block provisions, exercise restriction percentage of common stock (in percentage)			4.99%	4.99%	4.99%
Pre-merger financing warrants, block provisions, exercise restriction percentage of common stock (in percentage)			9.99%	9.99%	9.99%
Percentage of amount on market value for failure to issue common stock on pre-merger financing warrants (in percentage)				2.00%
Percentage of volume-weighted average trading price of a share of common stock that triggered release of converted additional shares (in percentage)							80.00%
Number of former employees with warrants \| segment									2
Price Volatility
Class of Warrant or Right [Line Items]
Warrants fair value estimate volatility (in percentage) \| measurementInput			0.960	0.960	0.960
Series A Warrants
Class of Warrant or Right [Line Items]
Initial exercise price (in USD per share)			$ 7.13	$ 7.13	$ 7.13
Warrants outstanding, term			60 months	60 months	60 months
Proceeds From Warrant Exercises, Maximum Amount \| $			$ 10.0
Number of common shares in to which the warrants are exercisable (in shares) \| shares			8.8	8.8	8.8
Series B Warrants
Class of Warrant or Right [Line Items]
Initial exercise price (in USD per share)			$ 0.01	$ 0.01	$ 0.01
Warrants outstanding (in shares) \| $			$ 8.0	$ 8.0	$ 8.0
Percentage of volume-weighted average trading price of a share of common stock that triggered release of converted additional shares (in percentage)			80.00%	80.00%	80.00%
Price over which trading price of common stock as quoted on the Nasdaq Capital Market was considered for the release of converted additional shares (in USD per share)	$ 1.00		$ 1.00		$ 1.00
Common stock, issuable upon exercise of warrant (in shares) \| shares			12.6	12.6	12.6
Warrants, exercise price determination, number of trading days			10 days
Warrants expiration, trading day				45 days	45 days
Series C Warrants
Class of Warrant or Right [Line Items]
Initial exercise price (in USD per share)			$ 0.00	$ 0.00	$ 0.00	$ 7.13
Price over which trading price of common stock as quoted on the Nasdaq Capital Market was considered for the release of converted additional shares (in USD per share)		$ 1.20
Number of common shares in to which the warrants are exercisable (in shares) \| shares			50.0	50.0	50.0
Warrants, exercise price determination, number of trading days			5 days
Warrants expiration, trading day					45 days
Series C Warrants \| Maximum
Class of Warrant or Right [Line Items]
Number of common shares in to which the warrants are exercisable (in shares) \| shares		20.0				50.0
Former Ocugen warrants
Class of Warrant or Right [Line Items]
Initial exercise price (in USD per share)			$ 5.67	$ 5.67	$ 5.67
Warrants exercisable (in shares) \| shares			0.9	0.9	0.9			0.9

Schedule of Activity of the Pre-Merger Financing Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Nov. 04, 2019
Pre-Merger Financing Warrants Activity
Outstanding at beginning of the period (in shares)	0
Issued (in shares)	49,385,964
Class of Warrant or Right, Exercised	(40,612,036)
Outstanding at the end of the period (in shares)	8,773,928
Series A Warrants
Pre-Merger Financing Warrants Activity
Outstanding at beginning of the period (in shares)	0
Issued (in shares)	8,771,928
Class of Warrant or Right, Exercised	0
Outstanding at the end of the period (in shares)	8,771,928
Initial exercise price (in USD per share)	$ 7.13
Series B Warrants
Pre-Merger Financing Warrants Activity
Outstanding at beginning of the period (in shares)	0
Issued (in shares)	20,614,036
Class of Warrant or Right, Exercised	(20,613,036)
Outstanding at the end of the period (in shares)	1,000
Initial exercise price (in USD per share)	$ 0.01
Series C Warrants
Pre-Merger Financing Warrants Activity
Outstanding at beginning of the period (in shares)	0
Issued (in shares)	20,000,000
Class of Warrant or Right, Exercised	(19,999,000)
Outstanding at the end of the period (in shares)	1,000
Initial exercise price (in USD per share)	$ 0.00	$ 7.13

Schedule of Roll-forward of Series B Warrant Liability (Details) - Series B Warrants	12 Months Ended
	Dec. 31, 2019 USD ($)
Reconciliation of Series B Warrant liability
Balance at beginning of period	$ 0
Fair value at issuance	9,387,760
Change in fair value of embedded derivatives	1,867,980
Amount reclassified to equity	11,255,740
Balance at end of period	$ 0

Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$ 31,575,288	$ 6,864,360
Capital loss carryforwards	7,298,052	0
Start-up costs	11,234,751	0
Accruals and reserves	166,611	35,645
Intellectual property amortization	555,352	121,694
Stock-based compensation expense	1,123,100	993,234
Convertible debt	0	498,236
Tax credits	1,926,677	548,399
Lease liability	96,895	0
Total deferred tax assets	53,976,726	9,061,568
Valuation allowance	(53,877,168)	(9,061,568)
Deferred tax assets, net of allowance	99,558	0
Deferred tax liabilities:
Lease ROU asset	99,558	0
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Net loss	$ (20,242,630)	$ (18,219,664)
Net change in valuation allowance	44,800,000
Unrecognized tax benefits	303,050	0
State and local
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	112,400,000	23,700,000
Tax credit carryforward, amount	400,000	100,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	113,600,000	23,700,000
Operating loss carryforwards, not subject to expiration	61,200,000
Operating loss carryforwards, subject to expiration	52,400,000
Tax credit carryforward, amount	$ 1,600,000	$ 800,000

Schedule of Effective Income Tax Rate (Details)	12 Months Ended
Schedule of Effective Income Tax Rate (Details)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate (in percentage)	21.00%	21.00%
State and local tax, net of federal benefit (in percentage)	5.30%	7.60%
Research and development credit (in percentage)	3.20%	2.10%
Effective Income Tax Rate Reconciliation, Permanent Differences, Percent	(8.10%)	(0.80%)
Other (in percentage)	2.90%	0.00%
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent	(24.30%)	(29.90%)
Total provision for income taxes	0.00%	0.00%

Schedule of Unrecognized Tax Benefits (Details)	12 Months Ended
Schedule of Unrecognized Tax Benefits (Details)	Dec. 31, 2019 USD ($)
Unrecognized Tax Benefits Reconciliation
Unrecognized Tax Benefits, Beginning Balance	$ 0
Additions for tax positions taken in a prior year	303,050
Additions for tax positions taken in the current year	0
Reductions for tax positions taken in the prior year due to settlement	0
Reductions for tax positions taken in the prior year due to statutes lapsing	0
Unrecognized Tax Benefits, Ending Balance	$ 303,050

Subsequent Events (Details) - EB-5 Loan - Loans payable - Subsequent events	Mar. 26, 2020 USD ($)
Subsequent Events
Proceeds from lines of credit	$ 500,000
Note Principal Amount	$ 1,500,000