0001628280-20-007094 | 10-Q | XBRL Viewer

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Debt - Convertible Promissory Notes (Details) $ / shares in Units, $ in Millions	Apr. 05, 2019 USD ($) $ / shares
Debt Disclosure [Abstract]
Price per share (in USD per share) \| $ / shares	$ 12.41
Increase in Additional paid-in capital from conversion \| $	$ 13.0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 3,193,188	$ 7,444,052
Prepaid expenses and other current assets	1,169,297	1,322,167
Asset held for sale	7,000,000	7,000,000
Total current assets	11,362,485	15,766,219
Property and equipment, net	248,997	222,464
Restricted cash	151,100	151,016
Other assets	551,163	667,747
Total assets	12,313,745	16,807,446
Current liabilities
Accounts payable	1,548,309	1,895,613
Accrued expenses	1,383,658	2,270,045
Operating lease obligation	176,616	172,310
Other current liabilities	206,415	205,991
Total current liabilities	3,314,998	4,543,959
Non-current liabilities
Operating lease obligation, less current portion	117,142	163,198
Long term debt, net	1,580,560	1,072,123
Other non-current liabilities	3,940	9,755
Total non-current liabilities	1,701,642	1,245,076
Total liabilities	5,016,640	5,789,035
Commitments and contingencies (Note 8)
Stockholders’ equity
Convertible preferred stock, $0.01 par value, 10,000,000 shares authorized, seven issued and outstanding at March 31, 2020 and December 31, 2019	0	0
Common stock, $0.01 par value, 200,000,000 authorized, 52,746,728 shares issued and 52,625,228 shares outstanding at March 31, 2020 and December 31, 2019	527,467	527,467
Treasury Stock, at cost, 121,500 shares at March 31, 2020 and December 31, 2019	(47,864)	(47,864)
Additional paid-in capital	62,241,145	62,018,632
Accumulated deficit	(55,423,643)	(51,479,824)
Total stockholders’ equity	7,297,105	11,018,411
Total liabilities and stockholders’ equity	$ 12,313,745	$ 16,807,446

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Common Stock	Treasury Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2018		4,960,552
Beginning balance at Dec. 31, 2018	$ (12,709,539)	$ 49,606		$ 18,477,598	$ 451	$ (31,237,194)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	415,202			415,202
Foreign currency translation adjustment	(282)				(282)
Net loss	(6,312,606)					(6,312,606)
Ending balance (in shares) at Mar. 31, 2019		4,960,552
Ending balance at Mar. 31, 2019	(18,607,225)	$ 49,606		18,892,800	169	(37,549,800)
Beginning balance (in shares) at Dec. 31, 2019		52,746,728
Beginning balance at Dec. 31, 2019	11,018,411	$ 527,467	$ (47,864)	62,018,632	0	(51,479,824)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	222,513			222,513
Foreign currency translation adjustment	0
Net loss	(3,943,819)					(3,943,819)
Ending balance (in shares) at Mar. 31, 2020		52,746,728
Ending balance at Mar. 31, 2020	$ 7,297,105	$ 527,467	$ (47,864)	$ 62,241,145	$ 0	$ (55,423,643)

- 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

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosures of the Company normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC’s rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto for the year ended December 31, 2019, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "2019 Annual Report").

The condensed 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 period amounts have been reclassified to conform with current period presentation.

Use of Estimates

In preparing the condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to 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 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 March 31, 2020, Ocugen had an intangible asset held for sale acquired from Histogenics. The intangible 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 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 carrying value of certain financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses approximates their fair values due to the short-term nature of these instruments.

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 during the three months ended March 31, 2019. There were no derivative instruments fair valued on a recurring basis using Level 3 inputs at March 31, 2020 or December 31, 2019. As of March 31, 2020, the Company estimates the fair value of the note issued to EB5 Life Sciences, L.P. under a loan agreement with the Company was $1.0 million. See Note 6 for more information.

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 condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows:


	As of March 31,
	2020		2019
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	3,193,188	$	308,717
Restricted cash	151,100		150,625
Total cash, cash equivalents and restricted cash	$	3,344,288	$	459,342

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 condensed consolidated balance sheets. Operating lease right-of-use 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 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 statements of operations 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.

Recently Adopted Accounting Standards

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 did not have a material impact on the Company's disclosures.

Recent Accounting Pronouncements

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.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard will have an effective date and transition date of January 1, 2021. This standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations and calculating income taxes in interim periods. This standard also adds guidance to reduce complexity in certain areas, including recognizing franchise tax, recognizing deferred taxes for tax goodwill, allocating taxes to the members of a consolidated group and recognizing the effect of enacted changes in tax laws or rates during an interim period. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Warrants	3 Months Ended
Warrants	Mar. 31, 2020
Pre-Merger Financing Warrants
Warrants	Warrants On September 27, 2019, Ocugen completed the Merger with OpCo. Immediately prior to the Merger, Ocugen and OpCo completed a previously announced private placement transaction with certain Investors pursuant to the Financing SPA, whereby, among other things, the Company agreed to issue Series A Warrants, Series B Warrants, and Series C Warrants. The Pre-Merger Financing Warrants include a blocker that restricts 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. Subsequent to March 31, 2020, the Pre-Merger Financing Warrants were exchanged pursuant to an Amendment and Exchange Agreement. Following the consummation of the transactions described in Note 10, there were no Pre-Merger Financing Warrants outstanding. See Note 10 for additional information. Series A Warrants The Series A Warrants had 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 had 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. All of the Series A Warrants were outstanding and exercisable as of March 31, 2020 and December 31, 2019. Series B Warrants The Series B Warrants had 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 were to 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 the NASDAQ Capital Market ("Nasdaq") during the applicable Reset Period immediately preceding the applicable Reset Date to date and (ii) $1.00 (the “Reset Price”). 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. There were 1,000 Series B Warrants outstanding at March 31, 2020 and December 31, 2019. 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. There were 1,000 Series C Warrants outstanding at March 31, 2020 and December 31, 2019. OpCo Warrants Prior to 2018, OpCo 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 March 31, 2020 and December 31, 2019, 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.

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

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, 2019	731,189	$	4.59	8.0	$	24,028
Granted	1,766,381	$	0.51
Forfeited	(799)	$	7.56
Options outstanding at March 31, 2020	2,496,771	$	1.70	9.2	$	23
Options exercisable at March 31, 2020	416,464	$	5.00	6.7	$	—

Commitments - Finance leases, future minimum lease payments (Details)	Mar. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2020	$ 23,856
2021	3,977
Total	27,833
Less: present value adjustment	(1,278)
Present value of minimum lease payments	$ 26,555

Commitments (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease expense

The components of lease expense were as follows:


	Three months ended March 31,
	2020		2019
Operating lease cost	$	47,696	$	73,273
Variable lease cost	21,169		15,848
Total lease cost	$	68,865	$	89,121

Schedule of supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


	March 31, 2020		December 31, 2019
Right-of-use assets, net	$	302,990	$	344,574

Current lease obligations	$	176,616	$	172,310
Non-current lease obligations	117,142		163,198
Total lease liabilities	$	293,758	$	335,508

Supplemental cash flow information

Supplemental information related to leases was as follows:


	Three months ended March 31,
	2020		2019
Weighted-average remaining lease terms—operating leases (years)	1.8		2.3
Weighted-average discount rate—operating leases	7.6	%	7.6	%

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
Remainder of 2020	$	144,169
2021	160,909
2022	11,354
Total	$	316,432
Less: present value adjustment	(22,674)
Present value of minimum lease payments	$	293,758

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
Remainder of 2020	$	23,856
2021	3,977
Total	$	27,833
Less: present value adjustment	(1,278)
Present value of minimum lease payments	$	26,555

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Apr. 22, 2020	Mar. 31, 2020	Apr. 30, 2020	Dec. 31, 2019	Apr. 05, 2019
Subsequent Events
Price per share (in USD per share)					$ 12.41
2019 Plan
Subsequent Events
Granted (in shares)		1,766,381
Beginning balance, weighted average exercise price (in dollars per share)		$ 1.70		$ 4.59
Options outstanding, beginning balance (in shares)		2,496,771		731,189
Subsequent events
Subsequent Events
Number of common shares in to which the warrants are exercisable (in shares)	48,100,000
Initial exercise price (in USD per share)	$ 0.395
Common stock issued upon conversion (in shares)	21,900,000
Subsequent events \| Private placement
Subsequent Events
Price per share (in USD per share)	$ 0.395
Subsequent events \| April 2020 notes
Subsequent Events
Notes Issued	$ 5.6
Percentage of principal amount required to be redeemed, if company financing transaction generates cash in year one (in percentage)	20.00%
Percentage of principal amount required to be redeemed, if company financing transaction generates cash in year two (in percentage)	30.00%
Subsequent events \| Paycheck protection program loan
Subsequent Events
Note Principal Amount			$ 0.4
Interest rate (in percentage)			1.00%

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of cash, cash equivalents, and restricted cash


	As of March 31,
	2020		2019
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	3,193,188	$	308,717
Restricted cash	151,100		150,625
Total cash, cash equivalents and restricted cash	$	3,344,288	$	459,342

Stock-based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

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


	Three months ended March 31,
	2020		2019
General and administrative	$	103,477	$	271,268
Research and development	119,036		143,934
Total	$	222,513	$	415,202

As of March 31, 2020, the Company had $1.4 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 2.1 years as of March 31, 2020.

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").

In 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 were recycled into the 2019 Plan. On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of 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 March 31, 2020, the 2014 Plan provides for the granting of up to 0.8 million equity awards in respect to Ocugen's common stock. As of March 31, 2020, the 2019 Plan provides for the granting of up to 4.2 million equity awards in respect of

Ocugen's common stock, inclusive of equity awards that were previously available for issuance under the 2013 Plan and the additional shares authorized for issuance pursuant to the 2019 Plan's "Evergreen" provision on January 1, 2020.

As of March 31, 2020, an aggregate of 0.6 million and 1.9 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

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, 2019	731,189	$	4.59	8.0	$	24,028
Granted	1,766,381	$	0.51
Forfeited	(799)	$	7.56
Options outstanding at March 31, 2020	2,496,771	$	1.70	9.2	$	23
Options exercisable at March 31, 2020	416,464	$	5.00	6.7	$	—

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2020 was $0.42 per share.

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Debt


	March 31, 2020		December 31, 2019
Principal outstanding	$	1,500,000	$	1,000,000
Plus: accrued interest	138,222		127,777
Less: unamortized debt issuance costs	(57,662)		(55,654)
Carrying value of debt	$	1,580,560	$	1,072,123

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

- 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
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+ Details

Commitments

3 Months Ended

Mar. 31, 2020

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:


	Three months ended March 31,
	2020		2019
Operating lease cost	$	47,696	$	73,273
Variable lease cost	21,169		15,848
Total lease cost	$	68,865	$	89,121

Supplemental balance sheet information related to leases was as follows:


	March 31, 2020		December 31, 2019
Right-of-use assets, net	$	302,990	$	344,574

Current lease obligations	$	176,616	$	172,310
Non-current lease obligations	117,142		163,198
Total lease liabilities	$	293,758	$	335,508

Supplemental information related to leases was as follows:


	Three months ended March 31,
	2020		2019
Weighted-average remaining lease terms—operating leases (years)	1.8		2.3
Weighted-average discount rate—operating leases	7.6	%	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
Remainder of 2020	$	144,169
2021	160,909
2022	11,354
Total	$	316,432
Less: present value adjustment	(22,674)
Present value of minimum lease payments	$	293,758

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 condensed 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
Remainder of 2020	$	23,856
2021	3,977
Total	$	27,833
Less: present value adjustment	(1,278)
Present value of minimum lease payments	$	26,555

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

Commitments (Details)	Mar. 31, 2020
Leases
Leases, term of contract (in years)	5 years
Interest rate (as a percent)	7.60%
Minimum
Leases
Leases, term of contract (in years)	1 year
Maximum
Leases
Leases, term of contract (in years)	5 years

Debt - Convertible Notes (Details) - USD ($)		3 Months Ended	12 Months Ended
Debt - Convertible Notes (Details) - USD ($)	Apr. 05, 2019	Mar. 31, 2019	Dec. 31, 2019	Mar. 31, 2020	Feb. 28, 2019	Jan. 31, 2019	Dec. 31, 2018	Nov. 30, 2018	Jun. 30, 2018	Jan. 31, 2018
Debt
Shares issued (in shares)	100,000
Common stock, value, subscriptions	$ 1,000,000.0
Price per share (in USD per share)	$ 12.41
Common stock, shares issued (in shares)			52,746,728	52,746,728
Convertible Notes \| Maximum
Debt
Conversion price discount per original agreement (in a percentage)			30.00%
Convertible Notes
Debt
Common stock, shares issued (in shares)	1,100,000
Shares issued, price per share (in USD per share)	$ 8.69
Extinguishment of debt loss	$ 300,000
Board members
Debt
Shares issued (in shares)	40,286
Common stock, value, subscriptions	$ 500,000
Convertible Notes
Debt
Note principal outstanding			$ 0
Note Principal Amount			8,750,400
Debt Issuance Costs			(189,158)
Carrying Value upon Issuance			$ 4,670,070
Interest rate (in percentage)			5.00%
Maturity term (in months)			18 months
Redemption multiple upon default			1.5
Accretion of debt discount		$ 500,000
Convertible Notes \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives			$ (3,891,172)
Convertible Notes - Board Of Directors \| Board members \| Convertible Notes
Debt
Note Principal Amount			$ 3,500,000				$ 3,500,000
January 2018
Debt
Note Principal Amount										$ 5,000,000
Debt Issuance Costs										(35,969)
Carrying Value upon Issuance										2,306,320
January 2018 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives										$ (2,657,711)
June 2018
Debt
Note Principal Amount									$ 1,000,000
Debt Issuance Costs									(3,000)
Carrying Value upon Issuance									272,784
June 2018 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives									$ (724,216)
November 2018
Debt
Note Principal Amount								$ 1,150,400
Debt Issuance Costs								(50,646)
Carrying Value upon Issuance								1,078,627
November 2018 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives								$ (21,127)
December 2018
Debt
Note Principal Amount							150,000
Debt Issuance Costs							(14,310)
Carrying Value upon Issuance							132,833
December 2018 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives							$ (2,857)
January 2019
Debt
Note Principal Amount						$ 450,000
Debt Issuance Costs						(29,358)
Carrying Value upon Issuance						237,760
January 2019 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives						$ (182,882)
February 2019
Debt
Note Principal Amount					$ 1,000,000
Debt Issuance Costs					(55,875)
Carrying Value upon Issuance					641,746
February 2019 \| Fair Value of Embedded Derivatives
Debt
Fair Value of Embedded Derivatives					$ (302,379)
November 2018 and December 2018 Notes \| Convertible Notes \| Minimum
Debt
Conversion price discount per original agreement (in a percentage)			0.00%
January 2019 and February 2019 Notes \| Convertible Notes
Debt
Conversion price discount per original agreement (in a percentage)			15.00%

Commitments - Operating leases, supplemental balance sheet information (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Right-of-use assets, net	$ 302,990	$ 344,574
Current lease obligations	176,616	172,310
Non-current lease obligations	117,142	163,198
Total lease liabilities	$ 293,758	$ 335,508

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2020	May 01, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-36751
Entity Registrant Name	OCUGEN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3522315
Entity Address, Address Line One	5 Great Valley Parkway
Entity Address, Address Line Two	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, par value $0.01 per share
Trading Symbol	OCGN
Security Exchange Name	NASDAQ
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 Common Stock, Shares Outstanding		74,549,048
Entity Central Index Key	0001372299
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

Net Loss Per Share of Common Stock (Details) - USD ($)	3 Months Ended
Net Loss Per Share of Common Stock (Details) - USD ($)	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share
Net loss—basic and diluted	$ (3,943,819)	$ (6,312,606)
Shares used in calculating net loss per common share—basic and diluted (in shares)	52,627,228	4,960,552
Net loss per share of common stock - basic and diluted (in USD per share)	$ (0.07)	$ (1.27)
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	12,140,719	1,394,809
Options to purchase common stock
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	2,496,771	524,789
Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	870,020	870,020
Series A Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	8,771,928	0
Series B Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	1,000	0
Series C Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	1,000	0

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2020

Accrued Liabilities, Current [Abstract]

Schedule of accrued expenses

Accrued Expenses are as follows:


	March 31, 2020		December 31, 2019
Accrued expenses:
Research and development	$	120,092	$	271,322
Clinical	406,213		421,788
Professional fees	486,395		917,568
Employee-related	369,499		624,420
Other	1,459		34,947
Total accrued expenses	$	1,383,658	$	2,270,045

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
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	7
Convertible preferred stock, shares outstanding (in shares)	7	7
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	52,746,728
Common stock, shares outstanding (in shares)	52,625,228	52,625,228
Treasury stock (in shares)	121,500	121,500

Nature of Business	3 Months Ended
Nature of Business	Mar. 31, 2020
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, and manages its business as one operating segment. Ocugen is developing OCU300, which is a small molecule therapeutic currently in Phase 3 development for the treatment of symptoms associated with ocular graft-versus-host disease ("oGVHD"). OCU300 has received orphan drug designation ("ODD") from the U.S. Food and Drug Administration ("FDA"), and it is the first and only product candidate to receive that designation for the treatment of symptoms associated with oGVHD. oGVHD is a severe chronic autoimmune disease that can result in light sensitivity, excessive ocular redness, severe ocular pain and, ultimately, vision impairment. OCU300 is formulated using our proprietary nanoemulsion technology, OcuNanoE—Ocugen’s ONE Platform™. Ocugen is also developing a modifier gene therapy platform to generate therapies designed to fulfill unmet medical needs in the area of retinal diseases, including inherited retinal diseases. Ocugen's modifier gene therapy platform is based on nuclear hormone receptors ("NHRs"), which have the potential to restore homeostasis, the basic biological processes in the retina. Unlike single-gene replacement therapies, which only target one genetic mutation, the Company believes that its gene therapy platform, through its use of NHRs, represents a novel approach in that it may address multiple retinal diseases with one product. Ocugen's first gene therapy candidate, OCU400, received two ODDs from the FDA, one for the treatment of nuclear receptor subfamily 2 group E member 3 ("NR2E3") mutation-associated retinal diseases and the other for the treatment of centrosomal protein 290 ("CEP290") mutation-associated retinal diseases. Ocugen is planning to initiate a Phase 1/2a clinical trial for OCU400 in 2021. Ocugen's second gene therapy candidate, OCU410, is being developed to utilize the nuclear receptor genes RAR-related orphan receptor A ("RORA") for the treatment of dry age-related macular degeneration ("AMD"). This candidate is currently in preclinical development. Ocugen is additionally in preclinical development for a novel biologic product candidate, OCU200. OCU200 is a novel fusion protein designed to treat diabetic macular edema ("DME"), diabetic retinopathy ("DR") and wet AMD. The Company expects to initiate a Phase 1/2a clinical trial for OCU200 in 2022, and plans to expand the therapeutic applications of OCU200 beyond DME, DR, and wet AMD to potentially include macular edema following retinal vein occlusion and myopic choroidal neovascularization. Merger with Histogenics On September 27, 2019, the Company completed its reverse merger with Ocugen OpCo, Inc. (“OpCo”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, by and among Histogenics Corporation ("Histogenics"), OpCo 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 OpCo, with OpCo 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 OpCo. OpCo is deemed to be the accounting acquirer. Accordingly, the historical financial statements of OpCo 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 OpCo’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 OpCo’s common stock outstanding immediately prior to the Merger. The capital structure, including the number of shares of common stock issued appearing in the condensed consolidated balance sheets for the periods presented, reflects that of Ocugen. All references in the condensed 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 $3.9 million and $6.3 million for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company had an accumulated deficit of $55.4 million and cash, cash equivalents and restricted cash totaling $3.3 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 condensed consolidated financial statements are issued. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

Stock-based Compensation - Schedule Options to Purchase Common Stock (Details) - 2019 Plan - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Number of Shares
Number of shares, options outstanding, beginning balance (in shares)	731,189
Granted (in shares)	1,766,381
Cancelled (in shares)	(799)
Number of shares, options outstanding, ending balance (in shares)	2,496,771	731,189
Options exercisable (in shares)	416,464
Weighted Average Exercise Price
Beginning balance, weighted average exercise price (in USD per share)	$ 4.59
Weighted average exercise price, granted (in USD per share)	0.51
Weighted average exercise price, cancelled (in USD per share)	7.56
Ending balance, weighted average exercise price (in USD per share)	1.70	$ 4.59
Weighted average exercise price, options exercisable (in USD per share)	$ 5.00
Additional Disclosures
Beginning balance, weighted average remaining contractual life	9 years 2 months 12 days	8 years
Weighted average remaining contractual life, options exercisable	6 years 8 months 12 days
Aggregate intrinsic value, beginning balance	$ 24,028
Aggregate intrinsic value, ending balance	23	$ 24,028
Aggregate intrinsic value, options exercisable	$ 0

Nature of Business - Reverse Stock Split (Details) - Histogenics	3 Months Ended
	Mar. 31, 2020 $ / shares
Nature of Business
Reverse stock split ratio	0.0167
Shares issued exchange rate to former Ocugen's stockholders (in USD per share)	$ 0.4794

Debt - EB 5 LOAN (Details) - EB-5 Loan - Loans payable - USD ($)	1 Months Ended
	Sep. 30, 2016	Mar. 31, 2020	Mar. 26, 2020	Dec. 31, 2019	Dec. 31, 2016
Debt
Maximum borrowing	$ 10,000,000.0
Borrowing increments	$ 500,000
Interest rate (in percentage)	4.00%
Company borrowed			$ 500,000		$ 1,000,000.0
Principal outstanding		$ 1,500,000		$ 1,000,000
Plus: accrued interest		138,222		127,777
Less: unamortized debt issuance costs		(57,662)		(55,654)
Carrying Value upon Issuance		$ 1,580,560		$ 1,072,123

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Consolidation

Principles of Consolidation

Use of Estimates

Asset Held for Sale

Fair Value Measurements

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)

Cash, Cash Equivalents and Restricted Cash


	As of March 31,
	2020		2019
Cash, cash equivalents and restricted cash reconciliation:
Cash and cash equivalents	$	3,193,188	$	308,717
Restricted cash	151,100		150,625
Total cash, cash equivalents and restricted cash	$	3,344,288	$	459,342

Leases

Stock-based compensation

Recently Adopted Accounting Standards and Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recent Accounting Pronouncements

Nature of Business - Going Concern (Details) - USD ($)	3 Months Ended
Nature of Business - Going Concern (Details) - USD ($)	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (3,943,819)	$ (6,312,606)
Accumulated deficit	(55,423,643)		$ (51,479,824)
Cash, cash equivalents and restricted cash	$ 3,344,288	$ 459,342	$ 7,595,068	$ 1,778,613

- Definition

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

+ References + Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Warrant Exchange On April 22, 2020, the Company effected a private placement of common stock pursuant to Regulation D under the Securities Act of 1933 at a price per share of $0.395 (the "Private Placement"). The Private Placement constituted a Dilutive Issuance (as defined within Note 9) and resulted in adjustments to the number of issuable Series A Warrants and the exercise price under the Series A Warrants. Contemporaneously with the Private Placement, the Company and OpCo entered into an Amendment and Exchange Agreement (each an "Exchange Agreement" and collectively, the "Exchange Agreements") with the Investors (as defined within Note 3). Pursuant to the Exchange Agreements, the Company, OpCo and the Investors agreed, among other things, that after giving effect to the Dilutive Issuance and an adjustment to the number of common stock issuable upon the exercise of the Series A Warrants, the outstanding Series A Warrants became exercisable for an aggregate of 48.1 million shares of common stock at an exercise price of $0.395 per share. The Investors exchanged the Series A Warrants for (i) an aggregate of 21.9 million shares of common stock and (ii) the April 2020 Notes as defined below (collectively the "Warrant Exchange"). Concurrently with the Warrant Exchange, an investor holding the remaining Series B Warrants and Series C Warrants exercised such warrants in full. In connection with the Warrant Exchange, on April 22, 2020, the Company issued promissory notes (the "April 2020 Notes") with an aggregate principal amount of $5.6 million to existing investors. The April 2020 Notes have a maturity date of April 21, 2021 and do not bear interest. The Company may prepay the April 2020 Notes in whole or in part at any time without penalty or premium. In the event that the Company consummates a financing transaction that generates cash to the Company, the Company is required to use 20% of the net proceeds of such transaction to redeem the outstanding amount under each April 2020 Note if the transaction occurs on or prior to August 22, 2020, and 30% of the net proceeds if that transaction occurs after August 22, 2020. PPP Loan On April 30, 2020, the Company was granted a loan (the “Loan”) from Silicon Valley Bank (the "Lender"), in the aggregate amount of $0.4 million, pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). The Loan was in the form of a promissory note dated April 30, 2020 in favor of the Lender (the "Note"). The Note matures on April 30, 2022 and bears interest at a rate of 1.0% per annum, payable monthly commencing on November 30, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company did not provide any collateral or guarantees for the Loan, nor did the Company pay any facility charge to obtain the Loan. The Note provides for customary events of default, including, among others, failure to make payment, bankruptcy, breaches of representations and material adverse events. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

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

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


	Three months ended March 31,
	2020		2019
General and administrative	$	103,477	$	271,268
Research and development	119,036		143,934
Total	$	222,513	$	415,202

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, 2019	731,189	$	4.59	8.0	$	24,028
Granted	1,766,381	$	0.51
Forfeited	(799)	$	7.56
Options outstanding at March 31, 2020	2,496,771	$	1.70	9.2	$	23
Options exercisable at March 31, 2020	416,464	$	5.00	6.7	$	—

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating expenses
Research and development	$ 1,652,318	$ 3,793,022
General and administrative	2,276,784	1,048,020
Total operating expenses	3,929,102	4,841,042
Loss from operations	(3,929,102)	(4,841,042)
Other income (expense)
Change in fair value of derivative liabilities	0	(776,273)
Interest income	119	594
Interest expense	(14,749)	(695,469)
Other income (expense)	(87)	(416)
Total other income (expense)	(14,717)	(1,471,564)
Net loss	$ (3,943,819)	$ (6,312,606)
Net loss per share of common stock - basic and diluted (in USD per share)	$ (0.07)	$ (1.27)
Weighted average shares outstanding - basic and diluted (in shares)	52,627,228	4,960,552
Other comprehensive income (loss)
Foreign currency translation adjustment	$ 0	$ (282)
Comprehensive loss	$ (3,943,819)	$ (6,312,888)

Net Loss Per Share of Common Stock (Tables)

3 Months Ended

Mar. 31, 2020

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 three months ended March 31, 2020 and 2019:


	Three months ended March 31,
	2020		2019
Net loss—basic and diluted	$	(3,943,819)	$	(6,312,606)
Shares used in calculating net loss per common share—basic and diluted	52,627,228		4,960,552
Net loss per common share—basic and diluted	$	(0.07)	$	(1.27)

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:


	Three months ended March 31,
	2020	2019
Options to purchase common stock	2,496,771	524,789
Warrants	870,020	870,020
Series A Warrants	8,771,928	—
Series B Warrants	1,000	—
Series C Warrants	1,000	—
Total	12,140,719	1,394,809

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 3,193,188	$ 7,444,052	$ 308,717
Restricted cash	151,100	151,016	150,625
Total cash, cash equivalents and restricted cash	$ 3,344,288	$ 7,595,068	$ 459,342	$ 1,778,613

Merge and Financing	3 Months Ended
Merge and Financing	Mar. 31, 2020
Business Combinations [Abstract]
Merger and Financing	Merger and Financing Pre-Merger Financing In June 2019, OpCo 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, OpCo issued 2.2 million shares of common stock to the Investors, (ii) on October 4, 2019, the Company issued 2.2 million shares of the Company's common stock to the Investors and (iii) on October 4, 2019, the Company issued 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. 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 OpCo’s outstanding shares of common stock and securities convertible into or exercisable for OpCo’s common stock were converted into the right to receive Histogenics’ common stock and securities convertible into or exercisable for Histogenics’ common stock. In accordance with ASC Topic 805, Business Combinations (“ASC 805”), the Company concluded that, while Histogenics is the legal acquirer, OpCo is the accounting acquirer due to the fact that (i) OpCo’s shareholders have the majority of the voting rights in Ocugen, (ii) OpCo holds all of the board seats of the combined company and (iii) OpCo management holds all key positions in the management of the combined company. The Company has further concluded that Histogenics did 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. 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 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 March 31, 2020. Ocugen has not terminated the Asset Purchase Agreement as of March 31, 2020. 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 condensed consolidated balance sheets as of March 31, 2020 and 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. Any subsequent increases in fair value, if applicable, are not recognized beyond the initial value at the time the asset was classified as held for sale.

Accrued Expenses

3 Months Ended

Mar. 31, 2020

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued Expenses are as follows:


	March 31, 2020		December 31, 2019
Accrued expenses:
Research and development	$	120,092	$	271,322
Clinical	406,213		421,788
Professional fees	486,395		917,568
Employee-related	369,499		624,420
Other	1,459		34,947
Total accrued expenses	$	1,383,658	$	2,270,045

Warrants (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended
	Nov. 21, 2019	Nov. 04, 2019	Sep. 27, 2019	Mar. 31, 2020	Dec. 31, 2019
Pre-Merger Financing Warrants
Percentage of excess common stock on pre-merger financing warrants exercised one (in percentage)			4.99%
Percentage of excess common stock on pre-merger financing warrants exercised two (in percentage)			9.99%
Percentage of amount on market value for failure to issue common stock on pre-merger financing warrants (in percentage)			2.00%
Series A Warrants
Pre-Merger Financing Warrants
Initial exercise price (in USD per share)				$ 7.13
Warrants and rights outstanding, term				60 months
Number of common shares in to which the warrants are exercisable (in shares)				8,800,000
Proceeds from warrant exercises, maximum amount				$ 10.0
Series B Warrants
Pre-Merger Financing Warrants
Initial exercise price (in USD per share)			$ 0.01
Number of common shares in to which the warrants are exercisable (in shares)			8,000,000.0	12,600,000
Warrants, exercise price determination, number of trading days			10 days
Percentage of volume-weighted average trading price of a share of common stock that triggered release of converted additional shares (in percentage)		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
Number of warrants outstanding (in shares)				1,000	1,000
Series C Warrants
Pre-Merger Financing Warrants
Initial exercise price (in USD per share)				$ 7.13
Number of common shares in to which the warrants are exercisable (in shares)		50,000,000.0
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 warrants outstanding (in shares)				1,000	1,000
Series C Warrants \| Maximum
Pre-Merger Financing Warrants
Number of common shares in to which the warrants are exercisable (in shares)		50,000,000.0		20,000,000.0
Former Ocugen Warrants
Pre-Merger Financing Warrants
Initial exercise price (in USD per share)				$ 5.67
Class of warrant or right, exercisable (in shares)				900,000	900,000

Merger and Financing - Pre-Merger Financing (Details) - USD ($) shares in Millions, $ in Millions	Oct. 04, 2019	Jun. 30, 2019	Apr. 05, 2019
Reverse Merger and Financing
Shares issued (in shares)			0.1
Financing SPA
Reverse Merger and Financing
Shares issued (in shares)	2.2	2.2
Aggregate purchase price	$ 25.0

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
RECENT ACCOUNTING PRONOUNCEMENTS
Asset held for sale	$ 7,000,000	$ 7,000,000
Expiration period	10 years
EB-5 Loan \| Loans payable
RECENT ACCOUNTING PRONOUNCEMENTS
Lines of credit	$ 1,000,000.0
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	3 years
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	1 year

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities
Net loss	$ (3,943,819)	$ (6,312,606)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	18,283	14,604
Non-cash interest expense	14,749	695,469
Non-cash lease expense	47,696	73,273
Change in fair value of derivative liability	0	776,273
Stock-based compensation expense	222,513	415,202
Changes in assets and liabilities:
Prepaid expenses and other assets	227,870	49,555
Accounts payable and accrued expenses	(1,225,853)	1,723,507
Lease obligations	(47,862)	(102,488)
Net cash used in operating activities	(4,686,423)	(2,667,211)
Cash flows from investing activities
Purchase of property and equipment	(52,653)	(10,581)
Net cash used in investing activities	(52,653)	(10,581)
Cash flows from financing activities
Financing lease principal payments	(5,964)	(5,964)
Payment of debt issuance costs	(5,740)	(85,233)
Proceeds from issuance of debt	500,000	1,450,000
Net cash provided by financing activities	488,296	1,358,803
Effect of changes in exchange rate on cash	0	(282)
Net decrease in cash, cash equivalents and restricted cash	(4,250,780)	(1,319,271)
Cash, cash equivalents and restricted cash at beginning of period	7,595,068	1,778,613
Cash, cash equivalents and restricted cash at end of period	3,344,288	459,342
Supplemental disclosure of non-cash transactions:
Right-of-use asset related to operating leases (Note 8)	$ 0	$ 427,751

Commitments - Operating leases, components of lease expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 47,696	$ 73,273
Variable lease cost	21,169	15,848
Total lease cost	$ 68,865	$ 89,121

Accrued Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Accrued Liabilities, Current [Abstract]
Research and development	$ 120,092	$ 271,322
Clinical	406,213	421,788
Professional fees	486,395	917,568
Employee-related	369,499	624,420
Other	1,459	34,947
Total	$ 1,383,658	$ 2,270,045

Commitments - Operating leases, supplemental cash flow information (Details)	Mar. 31, 2020	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease terms—operating leases (years)	1 year 9 months 18 days	2 years 3 months 18 days
Weighted-average discount rate—operating leases (in percentage)	7.60%	7.60%

Stock-based Compensation - Schedule of Compensation Expense for Options Granted (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 222,513	$ 415,202
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	103,477	271,268
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 119,036	$ 143,934

Net Loss Per Share of Common Stock

3 Months Ended

Mar. 31, 2020

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 three months ended March 31, 2020 and 2019:


	Three months ended March 31,
	2020		2019
Net loss—basic and diluted	$	(3,943,819)	$	(6,312,606)
Shares used in calculating net loss per common share—basic and diluted	52,627,228		4,960,552
Net loss per common share—basic and diluted	$	(0.07)	$	(1.27)

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


	Three months ended March 31,
	2020	2019
Options to purchase common stock	2,496,771	524,789
Warrants	870,020	870,020
Series A Warrants	8,771,928	—
Series B Warrants	1,000	—
Series C Warrants	1,000	—
Total	12,140,719	1,394,809

Shared-based Compensation (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) segment $ / shares shares	Dec. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $	$ 1.4
Automatic increase in shares to be issued (in percentage)		4.00%
Options, grants in period, weighted average grant date fair value (in USD per share) \| $ / shares	$ 0.42
Number Of Equity Compensation Plans \| segment	2
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	2 years 1 month 6 days
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	4,200,000
Options outstanding, beginning balance (in shares)	2,496,771	731,189
Share-based payment arrangement, option \| 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, beginning balance (in shares)	600,000
Share-based payment arrangement, option \| 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, beginning balance (in shares)	1,900,000
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	800,000

Merger and Financing - Merger with Histogenics (Details) - USD ($) $ in Millions	Oct. 31, 2019	Oct. 04, 2019	May 08, 2019	Mar. 31, 2020
Level 2
Merger and Financing
Quoted price of assets held for sale of NeoCart				$ 7.0
Histogenics
Merger and Financing
Asset purchase agreement, cash consideration		$ 7.0	$ 6.5
Percentage of increase in purchase price of asset per month (in percentage)	10.00%

Debt

3 Months Ended

Mar. 31, 2020

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 Program borrowings are 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.

Under the terms and conditions of the EB-5 Loan Agreement, the Company borrowed $1.0 million in 2016 and an additional $0.5 million on March 26, 2020. Issuance costs were recognized as a reduction to the loan balance and are amortized to interest expense over the term of the loan.


	March 31, 2020		December 31, 2019
Principal outstanding	$	1,500,000	$	1,000,000
Plus: accrued interest	138,222		127,777
Less: unamortized debt issuance costs	(57,662)		(55,654)
Carrying value of debt	$	1,580,560	$	1,072,123

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 did not have a fixed conversion price and conversion would 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 $0.5 million for the three months ended March 31, 2019. There was no accretion during the three months ended March 31, 2020 as all Notes had been converted and were no longer outstanding as of December 31, 2019.

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

On April 5, 2019, OpCo entered into a Stock 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.

Subsequent to March 31, 2020, the Company issued promissory notes in connection with the Warrant Exchange (as defined in Note 10). See Note 10 for additional information.

Commitments - Operating leases, future minimum lease payments (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2020	$ 144,169
2021	160,909
2022	11,354
Total	316,432
Less: present value adjustment	(22,674)
Total lease liabilities	$ 293,758	$ 335,508