0001628280-20-015862 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2020	Oct. 30, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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		162,026,473
Entity Central Index Key	0001372299
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 19,105,830	$ 7,444,052
Prepaid expenses and other current assets	652,893	1,322,167
Asset held for sale	0	7,000,000
Total current assets	19,758,723	15,766,219
Property and equipment, net	214,100	222,464
Restricted cash	151,196	151,016
Other assets	415,555	667,747
Total assets	20,539,574	16,807,446
Current liabilities
Accounts payable	222,340	1,895,613
Accrued expenses	2,333,733	2,270,045
Short-term debt, net	1,210,645	0
Operating lease obligation	164,808	172,310
Other current liabilities	199,261	205,991
Total current liabilities	4,130,787	4,543,959
Non-current liabilities
Operating lease obligation, less current portion	42,746	163,198
Long term debt, net	1,944,396	1,072,123
Other non-current liabilities	0	9,755
Total non-current liabilities	1,987,142	1,245,076
Total liabilities	6,117,929	5,789,035
Commitments and contingencies (Note 11)
Stockholders’ equity
Convertible preferred stock; $0.01 par value; 10,000,000 shares authorized; seven issued and outstanding at September 30, 2020 and December 31, 2019	0	0
Common stock; $0.01 par value; 200,000,000 authorized; 162,147,973 and 52,746,728 shares issued at September 30, 2020 and December 31, 2019, respectively; 162,026,473 and 52,625,228 shares outstanding at September 30, 2020 and December 31, 2019, respectively	1,621,480	527,467
Treasury Stock, at cost, 121,500 shares at September 30, 2020 and December 31, 2019	(47,864)	(47,864)
Additional paid-in capital	82,359,494	62,018,632
Accumulated deficit	(69,511,465)	(51,479,824)
Total stockholders’ equity	14,421,645	11,018,411
Total liabilities and stockholders’ equity	$ 20,539,574	$ 16,807,446

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	162,147,973	52,746,728
Common stock, shares outstanding (in shares)	162,026,473	52,625,228
Treasury stock (in shares)	121,500	121,500

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Collaboration revenue	$ 0	$ 0	$ 42,620	$ 0
Total revenues	0	0	42,620	0
Operating expenses
Research and development	1,477,382	1,305,461	4,759,569	6,338,530
In-process research and development	7,000,000	0	7,000,000	0
General and administrative	1,704,598	1,408,350	5,760,398	3,544,847
Total operating expenses	10,181,980	2,713,811	17,519,967	9,883,377
Loss from operations	(10,181,980)	(2,713,811)	(17,477,347)	(9,883,377)
Other income (expense)
Change in fair value of derivative liabilities	0	(18,512,204)	0	(19,896,626)
Loss on debt conversion	0	0	0	(341,136)
Interest income	42	136	594	1,107
Interest expense	(291,909)	(796,141)	(554,801)	(1,753,172)
Other income (expense)	0	(751,261)	(87)	(751,493)
Total other income (expense)	(291,867)	(20,059,470)	(554,294)	(22,741,320)
Net loss	(10,473,847)	(22,773,281)	(18,031,641)	(32,624,697)
Deemed dividend related to Warrant Exchange	0	0	(12,546,340)	0
Net loss to common stockholders	$ (10,473,847)	$ (22,773,281)	$ (30,577,981)	$ (32,624,697)
Shares used in calculating net loss per common share—basic and diluted (in shares)	141,591,218	6,411,308	92,764,157	5,839,840
Net loss per share of common stock - basic and diluted (in USD per share)	$ (0.07)	$ (3.55)	$ (0.33)	$ (5.59)
Net loss	$ (10,473,847)	$ (22,773,281)	$ (18,031,641)	$ (32,624,697)
Other comprehensive income (loss)
Foreign currency translation adjustment	0	0	0	(451)
Comprehensive loss	$ (10,473,847)	$ (22,773,281)	$ (18,031,641)	$ (32,625,148)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Subscription agreements	At-the-market issuance	Reverse asset acquisition	Pre-Merger Financing	Common Stock	Common Stock Subscription agreements	Common Stock At-the-market issuance	Common Stock Reverse asset acquisition	Common Stock Pre-Merger Financing	Treasury Stock	Additional Paid-in Capital	Additional Paid-in Capital Subscription agreements	Additional Paid-in Capital At-the-market issuance	Additional Paid-in Capital Reverse asset acquisition	Additional Paid-in Capital Pre-Merger Financing	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2018						4,960,552
Beginning balance at Dec. 31, 2018	$ (12,709,539)					$ 49,606					$ 0	$ 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					0	18,892,800					169	(37,549,800)
Beginning balance (in shares) at Dec. 31, 2018						4,960,552
Beginning balance at Dec. 31, 2018	(12,709,539)					$ 49,606					0	18,477,598					451	(31,237,194)
Increase (Decrease) in Stockholders' Equity
Foreign currency translation adjustment	(451)
Net loss	(32,624,697)
Ending balance (in shares) at Sep. 30, 2019						10,013,605
Ending balance at Sep. 30, 2019	(13,093,262)					$ 100,136					0	50,668,493					0	(63,861,891)
Beginning balance (in shares) at Mar. 31, 2019						4,960,552
Beginning balance at Mar. 31, 2019	(18,607,225)					$ 49,606					0	18,892,800					169	(37,549,800)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	111,807											111,807
Foreign currency translation adjustment	(169)																(169)
Conversion of debt (in shares)						1,125,673
Conversion of debt	13,979,789					$ 11,257						13,968,532
Equity transactions (in shares)						157,743
Equity transactions	1,948,885					$ 1,577						1,947,308
Net loss	(3,538,810)																	(3,538,810)
Ending balance (in shares) at Jun. 30, 2019						6,243,968
Ending balance at Jun. 30, 2019	(6,105,723)					$ 62,440					0	34,920,447					0	(41,088,610)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	193,005											193,005
Foreign currency translation adjustment	0
Equity transactions (in shares)									1,576,655	2,192,982
Equity transactions				$ 2,341,050	$ 13,251,687				$ 15,766	$ 21,930					$ 2,325,284	$ 13,229,757
Net loss	(22,773,281)																	(22,773,281)
Ending balance (in shares) at Sep. 30, 2019						10,013,605
Ending balance at Sep. 30, 2019	(13,093,262)					$ 100,136					0	50,668,493					0	(63,861,891)
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
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)
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
Foreign currency translation adjustment	0
Net loss	(18,031,641)
Ending balance (in shares) at Sep. 30, 2020						162,147,973
Ending balance at Sep. 30, 2020	14,421,645					$ 1,621,480					(47,864)	82,359,494					0	(69,511,465)
Beginning balance (in shares) at Mar. 31, 2020						52,746,728
Beginning balance at Mar. 31, 2020	7,297,105					$ 527,467					(47,864)	62,241,145					0	(55,423,643)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	149,209											149,209
Conversion of debt (in shares)						21,920,820
Conversion of debt	(4,977,876)					$ 219,208						(5,197,084)
Equity transactions (in shares)							1,328,405	59,132,191
Equity transactions		$ 331,756	$ 15,436,808				$ 13,284	$ 591,322					$ 318,472	$ 14,845,486
Net loss	(3,613,975)																	(3,613,975)
Ending balance (in shares) at Jun. 30, 2020						135,128,144
Ending balance at Jun. 30, 2020	14,623,027					$ 1,351,281					(47,864)	72,357,228					0	(59,037,618)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	126,290											126,290
Foreign currency translation adjustment	0
Equity transactions (in shares)								27,019,829
Equity transactions			$ 10,146,175					$ 270,199						$ 9,875,976
Net loss	(10,473,847)																	(10,473,847)
Ending balance (in shares) at Sep. 30, 2020						162,147,973
Ending balance at Sep. 30, 2020	$ 14,421,645					$ 1,621,480					$ (47,864)	$ 82,359,494					$ 0	$ (69,511,465)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2019
At-the-market issuance
Commissions and equity issuance costs	$ 0.4	$ 0.7
Reverse asset acquisition
Commissions and equity issuance costs			$ 5.0
Pre-Merger Financing
Commissions and equity issuance costs			$ 1.8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net loss	$ (18,031,641)	$ (32,624,697)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	57,565	34,626
Non-cash interest expense	554,801	1,718,546
Non-cash lease expense	142,947	202,665
In-process research and development	7,000,000	0
Change in fair value of derivative liability	0	19,896,626
Stock-based compensation expense	498,012	720,014
Loss on debt conversion	0	341,136
Other non-cash	(165,609)	0
Changes in assets and liabilities:
Prepaid expenses and other assets	794,398	(280,838)
Accounts payable and accrued expenses	(1,133,092)	2,044,901
Lease obligations	(143,834)	(202,338)
Net cash used in operating activities	(10,426,453)	(8,149,359)
Cash flows from investing activities
Purchase of property and equipment	(55,488)	(2,067)
Payment of reverse asset acquisition costs	0	(2,334,063)
Net cash used in investing activities	(55,488)	(2,336,130)
Cash flows from financing activities
Financing lease principal payments	(17,892)	(16,985)
Proceeds from issuance of common stock	26,692,377	999,832
Payment of equity issuance costs	(1,083,990)	(649,254)
Proceeds from issuance of debt	921,415	6,800,000
Payments of debt issuance costs	(5,740)	(122,262)
Repayments of debt	(4,362,271)	(5,290,000)
Proceeds from Pre-Merger Financing	0	22,437,537
Net cash provided by financing activities	22,143,899	24,158,868
Effect of changes in exchange rate on cash	0	0
Net increase in cash, cash equivalents and restricted cash	11,661,958	13,673,379
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	19,257,026	15,451,992
Supplemental disclosure of non-cash transactions:
Issuance of Warrant Exchange Promissory Notes	5,625,000	0
Obligation settled with common stock	331,218	0
Conversion of convertible notes	0	13,979,788
Right-of-use asset related to operating leases	0	470,356
Equity issuance costs	25,000	1,150,000
Reverse asset acquisition costs	$ 0	$ 2,711,431

Nature of Business	9 Months Ended
Nature of Business	Sep. 30, 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 biopharmaceutical company focused on discovering, developing and commercializing transformative therapies to cure blindness diseases. The Company is located in Malvern, Pennsylvania, and manages its business as one operating segment. Ocugen is 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 ("IRDs") and dry age-related macular degeneration ("AMD"). 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, Ocugen 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, is being developed to treat retinitis pigmentosa ("RP"), a group of rare genetic disorders that involves a breakdown and loss of cells in the retina and can lead to visual impairment and blindness. Ocugen has received four Orphan Drug Designations ("ODDs") from the Food and Drug Administration ("FDA") for the treatment of certain disease genotypes: nuclear receptor subfamily 2 group E member 3 ("NR2E3"), centrosomal protein 290 ("CEP290"), rhodopsin ("RHO"), and phosphodiesterase 6B ("PDE6B") mutation-associated RP. Ocugen is planning to initiate two Phase 1/2a clinical trials for OCU400 in the second half of 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 AMD. This candidate is currently in preclinical development. Ocugen is planning to initiate a Phase 1/2a clinical trial for OCU410 in 2022. Ocugen is also conducting preclinical development for its biologic product candidate, OCU200. OCU200 is a novel fusion protein designed to treat diabetic macular edema ("DME"), diabetic retinopathy ("DR") and wet AMD. Ocugen 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. Ocugen expects to initiate Investigational New Drug ("IND") enabling preclinical studies for OCU200 in 2021 and a Phase 1/2a clinical trial for OCU200 in the first half of 2022. Ocugen was developing OCU300, a small molecule therapeutic for the treatment of symptoms associated with ocular graft versus-host disease ("oGVHD"). On June 1, 2020, Ocugen announced that it had discontinued the Phase 3 trial of OCU300 based on results of a pre-planned interim sample size analysis conducted by an independent Data Monitoring Committee, which indicated the trial was unlikely to meet its co-primary endpoints upon completion. The trial was not stopped based on safety concerns. Ocugen is no longer pursuing the development of this product candidate. 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, debt, and grant proceeds. The Company incurred net losses of approximately $18.0 million and $32.6 million for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the Company had an accumulated deficit of $69.5 million and cash, cash equivalents and restricted cash totaling $19.3 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 product candidates, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The condensed consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 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 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 primarily include those used in the accounting for clinical trial accruals, warrant transactions, asset held for sale, and the valuation of debt and equity instruments, including embedded derivatives and stock-based compensation.

Collaboration Arrangements

The Company assesses whether collaboration agreements are subject to the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and the collaboration partner are subject to other accounting literature. If payments from the collaboration partner represent consideration from a customer, the Company accounts for those payments within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). However, if the Company concludes that its collaboration partner is not a customer, the Company will determine if analogy to other authoritative literature is appropriate.

In April 2020, the Company entered into a collaboration agreement subject to ASC 808. Under this arrangement, the Company records cost reimbursements received as a reduction of research and development expense in the period incurred and royalty payments received as collaboration revenue in the period in which the underlying sale occurs. See Note 5 for additional information.

Exit and Disposal Activities

The Company records liabilities for one-time termination benefits in accordance with ASC Topic 420, Exit and Disposal Cost Obligations ("ASC 420"). In accordance with ASC 420, an arrangement for one-time termination benefits exists at the date the plan of the termination meets the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the impacted employees and expected completion date, (iii) the plan identifies the terms of the benefits arrangement, (iv) it is unlikely significant changes to the plan will be made or the plan will be withdrawn and (v) the plan has been communicated to employees. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits, are recognized ratably over the future service period.

The Company records liabilities for employee termination benefits covered by ongoing benefit arrangements in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits ("ASC 712"). In accordance with ASC 712, costs for termination benefits under ongoing benefits arrangements are recognized when management has committed to a plan of termination and the costs are probable and estimable.

Severance-related charges, once incurred, are recognized as either research and development expense or general and administrative expense within the condensed consolidated statements of operations and comprehensive loss depending on the job function of the employee.

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, the Company had an intangible asset held for sale, which it held prior to the Merger. The intangible asset qualified and was recorded as held for sale as of the date of the reverse asset acquisition and was carried at its original fair value less cost to sell of $7.0 million. The Company concluded during the three months ended September 30, 2020, that a sale of the intangible asset held for sale was no longer probable to be completed within one year from the date the intangible asset was initially recorded as held for sale. As such, the carrying value of the intangible asset was reduced to zero with the corresponding charge of $7.0 million recognized as in-process research and development expense during the three and nine months ended September 30, 2020 as the in-process research and development does not have an alternative future use.

Although the Company has concluded that a sale of the intangible asset is no longer probable to be completed within one year from the date the intangible asset was initially recorded as held for sale, the Company is party to an Asset Purchase Agreement

(as defined within Note 3) related to the intangible asset as of September 30, 2020, and continues to market the asset for sale. In the event of a sale of the intangible asset under the Asset Purchase Agreement or to another party, the Company will account for the sale in the period in which the sale occurs.

Fair Value Measurements

The company follows the provisions of the 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 and nine months ended September 30, 2019. There were no derivative instruments fair valued on a recurring basis using Level 3 inputs during the three and nine months ended September 30, 2020. As of September 30, 2020, the Company estimates the fair value of the note with EB5 Life Sciences, L.P. was $1.0 million using Level 2 inputs. As of September 30, 2020, the Company believes the fair values using Level 2 inputs of both the Warrant Exchange Promissory Notes (as defined in Note 9) and the loan received under the PPP of the CARES Act (as defined in Note 9) approximate their carrying values. See Note 9 for additional 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 September 30,
	2020		2019
Cash and cash equivalents	$	19,105,830	$	15,301,082
Restricted cash	151,196		150,910
Total cash, cash equivalents and restricted cash	$	19,257,026	$	15,451,992

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, and leases for real estate are classified as operating leases. ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. 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 condensed consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.

Stock-based compensation

The Company 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 condensed consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The Company recognizes forfeitures as they occur.

The Company’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 the Company’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, the Company’s stock-based compensation expense could be materially different in the future.

Recently Adopted Accounting Standards

In August 2018, the FASB issued Accounting Standards Update ("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.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This standard clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, ASC 606 guidance should be applied, including recognition, measurement, presentation and disclosure requirements. The standard adds unit-of-account guidance to ASC 808 to align with the guidance in ASC 606 when an entity is assessing whether the collaborative arrangement or a part of the collaborative arrangement is within the scope of ASC 606. The standard also precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue from contracts with customers recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard was effective for the Company on

January 1, 2020. Consistent with the guidance in this standard, the Company assesses whether collaboration arrangements are within the scope of ASC 606. For collaboration arrangements that are not within the scope of ASC 606, applicable transactions with collaborative arrangement participants are presented as collaboration revenue rather than revenue from contracts with customers. See above and Note 5 for additional information.

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 currently expect the adoption of these standards to have a material impact on its condensed 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 currently expect the adoption of this standard to have a material impact on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is permitted beginning January 1, 2021. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on its condensed consolidated financial statements.

Merger and Financing	9 Months Ended
Merger and Financing	Sep. 30, 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 (the "Pre-Merger Financing"). See Note 12 for additional information. 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 was the legal acquirer, OpCo was the accounting acquirer due to the fact that (i) OpCo’s shareholders had the majority of the voting rights in Ocugen, (ii) OpCo held all of the board seats of the combined company and (iii) OpCo management held all key positions in the management of the combined company. The Company 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., pursuant to which Histogenics agreed to sell substantially all of its assets relating to its NeoCart® program for $6.5 million. The parties subsequently amended the Asset Purchase Agreement to increase the purchase price to $7.0 million with the purchase price increasing 10% per month (or any portion thereof) starting October 31, 2019 if the closing date of the Asset Purchase Agreement did not occur prior to October 31, 2019. The Company may terminate the Asset Purchase Agreement at any time without recourse. The Asset Purchase Agreement closing date did not occur as of September 30, 2020 and the Company has not terminated the Asset Purchase Agreement as of September 30, 2020. The NeoCart® asset was held for sale as of December 31, 2019. The NeoCart® asset qualified as held for sale as of the date of the reverse asset acquisition and was carried at its original fair value less cost to sell valued at the acquisition date based on a quoted price of $7.0 million, which was an observable Level 2 fair value input. The NeoCart® asset did not qualify as held for sale as of September 30, 2020. See Note 2 for additional information.

Net Loss Per Share of Common Stock

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2020 and 2019:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Net loss—basic and diluted	$	(10,473,847)	$	(22,773,281)	$	(18,031,641)	$	(32,624,697)
Deemed dividend related to Warrant Exchange (Note 12)	—		—		(12,546,340)		—
Net loss to common stockholders	$	(10,473,847)	$	(22,773,281)	$	(30,577,981)	$	(32,624,697)
Shares used in calculating net loss per common share—basic and diluted	141,591,218		6,411,308		92,764,157		5,839,840
Net loss per common share—basic and diluted	$	(0.07)	$	(3.55)	$	(0.33)	$	(5.59)

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 September 30,		Nine months ended September 30,
	2020	2019	2020	2019
Options to purchase common stock	4,268,277	500,933	4,268,277	500,933
Warrants	870,017	870,017	870,017	870,017
Series A Warrants	—	8,771,928	—	8,771,928
Series B Warrants (1)	—	8,007,461	—	8,007,461
Series C Warrants	—	50,000,000	—	50,000,000
Total	5,138,294	68,150,339	5,138,294	68,150,339

_______________________

(1) Series B Warrants do not include the additional Series B Warrants that were contingent upon the reset pricing as discussed in Note 12.

Collaboration Agreements	9 Months Ended
Collaboration Agreements	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreements	Collaboration AgreementsIn April 2020, the Company entered into a collaboration agreement (the “Advaite Agreement”) with Advaite, Inc. (“Advaite”) with respect to the development of Advaite’s RapCov COVID-19 Testing Kit (the “COVID-19 Test”). Advaite was co-founded and is being managed by Mr. Karthik Musunuri, the son of the Company's Chief Executive Officer, Chairman of the Board and co-founder, Dr. Shankar Musunuri. Pursuant to the Advaite Agreement, the Company will provide certain production, research and development, technical, regulatory and quality support services to Advaite in connection with the development and commercialization of the COVID-19 Test (the “Ocugen Services”). Advaite will research, develop, and seek to obtain regulatory approval of the COVID-19 Test, and where regulatory approval is obtained, commercialize the COVID-19 Test. Advaite will solely own all data and materials, including the COVID-19 Test, generated by the Company and its representatives solely in the course of the performance of the Ocugen Services. Advaite is responsible for all preparation and submission of regulatory materials for the COVID-19 Test to regulatory authorities, and Advaite will hold all regulatory approvals of the COVID-19 Test in its name and own all related submissions. The Company is entitled to receive cost reimbursements from Advaite, beginning as of April 1, 2020, for (a) costs incurred by the Company related to its personnel who are subject matter experts involved in providing the Ocugen Services ("SME Costs") and (b) Advaite's pro-rata share of all costs (other than SME Costs) incurred by the Company in providing the Ocugen Services. As partial consideration for the Company's performance of the Ocugen Services, Advaite will pay to the Company a quarterly royalty in the range of mid to high single digits based on net sales of the COVID-19 Tests. The Advaite Agreement expires on April 29, 2021, unless extended upon mutual agreement of both the Company and Advaite. Except as otherwise specified in the terms of the Advaite Agreement, Advaite’s obligation to make royalty payments to the Company will survive expiration of the Advaite Agreement. The Advaite Agreement is considered to be within the scope of ASC 808 as the Advaite Agreement represents a joint operating activity and both Advaite and the Company are active participants and exposed to the risks and rewards. The Company has evaluated the Advaite Agreement and determined it is not within the scope of ASC 606 as Advaite does not meet the definition of a customer. Cost reimbursements are recorded as a reduction in research and development expense in the period incurred. Royalty payments are recorded as collaboration revenue in the period in which the underlying sale occurs. For the three and nine months ended September 30, 2020, the Company recorded $0.1 million and $0.3 million as a reduction of research and development expense, respectively. For the three months ended September 30, 2020, the Company recorded no collaboration revenue in connection with the Advaite Agreement. For the nine months ended September 30, 2020, the Company recorded $42,620 as collaboration revenue in connection with the Advaite Agreement

Accrued Expenses

9 Months Ended

Sep. 30, 2020

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued Expenses are as follows:


	September 30, 2020		December 31, 2019
Accrued expenses:
Research and development	$	177,802	$	271,322
Clinical	125,463		421,788
Professional fees	396,914		917,568
Employee-related	688,251		624,420
Severance-related (1)	888,096		—
Other	57,207		34,947
Total accrued expenses	$	2,333,733	$	2,270,045

_______________________

(1) See Note 7 for additional information regarding severance-related accrued expenses.

Exit and Disposal Activities

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Exit and Disposal Activities

Exit and Disposal ActivitiesOn June 15, 2020, the Company, as part of its recent shift in focus toward its gene therapy platform and novel biologics program aimed at curing blindness diseases, communicated notice to five employees of termination of their employment. This reduction represents one-third of the Company’s workforce. All terminations were “without cause” and each employee is

entitled to receive termination benefits upon departure. The termination dates vary for each employee and range from June 30, 2020 to December 31, 2020.

As a result of the workforce reduction, the Company recognized severance-related charges of $0.4 million and $1.1 million during the three and nine months ended September 30, 2020, respectively. The Company expects to pay severance benefits of $0.4 million during 2020 and $0.7 million during 2021. For the three months ended September 30, 2020, the Company recognized a de minimis amount of severance-related charges within general and administrative expense and $0.4 million of severance-related charges within research and development expense. For the nine months ended September 30, 2020, the Company recognized $0.2 million of severance-related charges within general and administrative expense and $0.9 million of severance-related charges within research and development expense.

The following table outlines the components of the severance-related charges:


	Amount
Accrued Severance at December 31, 2019	$	—
Severance-related charges	1,093,255
Severance-related payments	(205,159)
Accrued Severance at September 30, 2020	$	888,096

Equity Transactions	9 Months Ended
Equity Transactions	Sep. 30, 2020
Equity [Abstract]
Equity Transactions	Equity Transactions At-the-Market Offerings During the three and nine months ended September 30, 2020, the Company sold an aggregate of 27.0 million and 86.2 million shares of common stock, respectively, in separate at-the-market offerings (“ATMs”) commenced in May 2020, June 2020 and August 2020. The Company sold 34.4 million shares under the May 2020 ATM, 24.8 million shares under the June 2020 ATM and 27.0 million shares under the August 2020 ATM. During the three months ended September 30, 2020, the Company received net proceeds of $10.1 million, after deducting commissions, fees and expenses of $0.4 million. During the nine months ended September 30, 2020, the Company received net proceeds of $25.6 million, after deducting commissions, fees and expenses of $1.1 million. The offerings were made pursuant to the Company's effective "shelf" registration statement on Form S-3 filed with the SEC on March 27, 2020, the base prospectus contained therein dated May 5, 2020, and the prospectus supplements related to the offerings dated May 8, 2020, June 12, 2020 and August 17, 2020. As of September 30, 2020, the Company had sold all of the shares of common stock available for issuance under the prospectus supplements filed on May 8, 2020 and June 12, 2020 in connection with the May 2020 and June 2020 ATMs. As of September 30, 2020, the Company had remaining capacity to issue up to $19.5 million of common stock under the prospectus supplement filed on August 17, 2020 in connection with the August 2020 ATM. Subscription Agreements On April 22, 2020, the Company entered into a subscription agreement with an accredited investor for the sale of 1,000 shares of the Company's common stock in a private placement for an aggregate offering price of $395. This private placement constituted a Dilutive Issuance (as defined in Note 12) and resulted in adjustments to the Series A Warrants. On June 6, 2020, the Company entered into a subscription agreement with an accredited investor for the issuance of 1.3 million shares of the Company's common stock in a private placement. The shares of common stock were issued as part of a transaction in settlement of an outstanding obligation of the Company to the accredited investor, in which (i) the Company agreed to make certain cash payments, (ii) the Company issued the 1.3 million shares of common stock in exchange for the accredited investor's agreement to cancel $0.3 million of the outstanding obligation and (iii) the accredited investor agreed to cancel an additional portion of the amount owed by the Company representing a discount of $0.2 million. On April 5, 2019, OpCo entered into a subscription agreement (the "April 2019 Subscription Agreement") with existing investors for the sale of 0.1 million shares of common stock for $1.0 million. This capital raise triggered the conversion features on the convertible debt described in Note 9 below.

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

The following table provides a summary of the carrying values for the components of debt as reflected on the condensed consolidated balance sheets:


	September 30, 2020		December 31, 2019
PPP Note	$	421,415	$	—
Warrant Exchange Promissory Notes	1,116,997		—
EB-5 Loan Agreement borrowings	1,616,629		1,072,123
Total carrying value of debt, net	$	3,155,041	$	1,072,123

PPP Note

On April 30, 2020, the Company was granted a loan from Silicon Valley Bank ("SVB"), 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”). On June 5, 2020, the PPP Flexibility Act of 2020 (the "PPPFA") was signed into law amending the original terms of the PPP. Among other things, the PPPFA extends the deferral period for monthly principal and interest payments from six months to the time when the Small Business Administration (the "SBA") compensates the lender for amounts forgiven as well as extending the covered period for qualifying expenses from eight weeks to the earlier of 24 weeks or December 31, 2020. Certain amounts of the loan may be forgiven if they are used for qualifying expenses as described by the CARES Act.

The loan was in the form of a promissory note dated April 30, 2020 in favor of SVB (the "PPP Note"). The PPP Note matures on April 30, 2022 and bears interest at a rate of 1.0% per annum. Principal and interest payments are payable monthly commencing on the date the SBA compensates SVB for forgiven amounts or within 10 months following the expiration of the covered period if the Company has not applied for forgiveness. 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 PPP Note provides for customary events of default, including, among others, failure to make payment, bankruptcy, breaches of representations and material adverse events.

At September 30, 2020, the carrying value of the PPP Loan was $0.4 million.

Warrant Exchange Promissory Notes

On April 22, 2020, in connection with the Warrant Exchange as defined in Note 12, the Company issued to Investors certain promissory notes (the "Warrant Exchange Promissory Notes") with an aggregate principal amount of $5.6 million. The Warrant Exchange Promissory Notes have a maturity date of April 21, 2021 and do not bear interest. The Company may prepay the Warrant Exchange Promissory 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 prepay a portion of the outstanding amount under each Warrant Exchange Promissory Note if the transaction occurs on or prior to August 22, 2020, and 30% of the net proceeds to prepay a portion of the outstanding amount under each Warrant Exchange Promissory Note if that transaction occurs after August 22, 2020.

On April 22, 2020, the Warrant Exchange Promissory Notes were recorded at a fair value of $5.0 million. The difference of $0.6 million between the fair value and the aggregate principal amount of $5.6 million was recorded as a debt discount to be accreted to interest expense over the life of the Warrant Exchange Promissory Notes. The accretion amounted to $0.3 million and $0.5 million for the three and nine months ended September 30, 2020, respectively.

The Company is required to use a percentage of the net proceeds of the ATMs discussed in Note 8 to redeem the outstanding amount under the Warrant Exchange Promissory Notes. During the three and nine months ended September 30, 2020, the Company made payments to the Warrant Exchange Promissory Note holders of $3.2 million and $4.4 million, respectively. Subsequent to September 30, 2020, the Company made payments to the Warrant Exchange Promissory Note holders of $1.3 million, causing the Warrant Exchange Promissory Notes to be repaid in full and no longer outstanding.

The carrying values of the Warrant Exchange Promissory Notes at September 30, 2020 and December 31, 2019 are summarized below:


	September 30, 2020		December 31, 2019
Principal outstanding	$	1,262,729	$	—
Less: unamortized debt discount	(145,732)		—
Carrying value	$	1,116,997	$	—

EB-5 Loan Agreement Borrowings

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. (“EB-5 Life Sciences”) in $0.5 million increments. Borrowing may be limited by the amount of funds raised by the EB-5 Life Sciences 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.

The carrying values of the EB-5 Loan Agreement borrowings as of September 30, 2020 and December 31, 2019 are summarized below:


	September 30, 2020		December 31, 2019
Principal outstanding	$	1,500,000	$	1,000,000
Plus: accrued interest	166,053		127,777
Less: unamortized debt issuance costs	(49,424)		(55,654)
Carrying value	$	1,616,629	$	1,072,123

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 the "Senior Secured Convertible 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 Convertible Notes were deemed to have been repaid and cancelled. The accretion of the original issue discount to interest expense amounted to $0.7 million and $0.8 million during three and nine months ended September 30, 2019, respectively.

Convertible Promissory Note

On April 4, 2019, the Company issued a convertible promissory note (the "Convertible Promissory Note") to an existing stockholder for $0.9 million at an interest rate of 5% per annum. On May 16, 2019, the Convertible Promissory Note was converted into equity. OpCo 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.

Convertible Notes

During the years ended December 31, 2019 and 2018, the Company issued convertible notes (the “Convertible Notes”) to new and existing stockholders in the Company, including Convertible 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:


Convertible Note Issuance Date	Convertible 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 Convertible 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 Convertible 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 Convertible Notes would become due and payable at an amount equal to 1.5 times the principal amount of the Convertible 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 Convertible 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 Convertible 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 Convertible 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 Convertible 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 Convertible Notes. Inputs used in valuation were unobservable and therefore considered Level 3 in the fair value hierarchy. The debt discount was accreted into interest expense over the expected time until conversion of the Convertible Notes. The accretion amounted to zero and $0.5 million for the three and nine months ended September 30, 2019, respectively. There was no accretion during the three and nine months ended September 30, 2020 as all Convertible 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.

As a result of the April 2019 Subscription Agreement as described and defined within Note 8, the triggers for conversion were met on the Convertible Notes. On April 5, 2019, the Convertible Notes were modified to change the discount percentage from the 0% discount per the terms of the November 2018 and December 2018 Convertible Notes and the 15% discount per the terms of the January 2019 and February 2019 Convertible 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.

Principal Maturities

Debt maturities (excluding interest) are summarized below:


	Twelve months ending September 30,
	2021		2022		2023		2024		2025		Thereafter		Total
Principal Maturities	$	1,356,377	$	327,767	$	—	$	—	$	—	$	1,500,000	$	3,184,144

Stock-based Compensation

9 Months Ended

Sep. 30, 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 September 30,				Nine months ended September 30,
	2020		2019		2020		2019
General and administrative	$	100,903	$	48,226	$	248,942	$	298,621
Research and development	25,387		144,779		249,070		421,393
Total	$	126,290	$	193,005	$	498,012	$	720,014

As of September 30, 2020, the Company had $1.3 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 2.2 years as of September 30, 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 31st of the prior year, or a number of shares of Company common stock determined by the Board.

As of September 30, 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 September 30, 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 September 30, 2020, an aggregate of 0.5 million and 3.8 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	4,064,950	$	0.41
Forfeited	(527,862)	$	1.96
Options outstanding at September 30, 2020	4,268,277	$	0.94	9.1	$	7,072
Options exercisable at September 30, 2020	450,405	$	4.34	6.6	$	450

The weighted average grant date fair value of stock options granted during both the three and nine months ended September 30, 2020 was $0.34 per share.

Commitments

9 Months Ended

Sep. 30, 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 September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	47,696	$	47,696	$	142,947	$	202,665
Variable lease cost	21,169		21,284		62,415		58,163
Total lease cost	$	68,865	$	68,980	$	205,362	$	260,828

Supplemental balance sheet information related to leases was as follows:


	September 30, 2020		December 31, 2019
Right-of-use assets, net	$	217,508	$	344,574

Current lease obligations	$	164,808	$	172,310
Non-current lease obligations	42,746		163,198
Total lease liabilities	$	207,554	$	335,508

Supplemental information related to leases was as follows:


	Nine months ended September 30,
	2020		2019
Weighted-average remaining lease terms—operating leases (years)	1.4		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	$	48,056
2021	160,909
2022	11,354
Total	$	220,319
Less: present value adjustment	(12,765)
Present value of minimum lease payments	$	207,554

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	$	5,964
2021	9,941
Total	$	15,905
Less: present value adjustment	(444)
Present value of minimum lease payments	$	15,461

Subsequent to September 30, 2020, the Company entered into a lease agreement for an expanded office and laboratory space located in Malvern, Pennsylvania. See Note 13 for additional information.

Warrants

9 Months Ended

Sep. 30, 2020

Warrants and Rights Note Disclosure [Abstract]

Warrants

Pre-Merger Financing Warrants

On September 27, 2019, Ocugen completed the Merger with OpCo. Immediately prior to the Merger, Ocugen and OpCo completed the Pre-Merger Financing, 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.

On November 5, 2019, the Company entered into an agreement with each Investor that amended 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. There were no Pre-Merger Financing Warrants outstanding at September 30, 2020.

Series A Warrants

The Series A Warrants had an initial exercise price per share of $7.13, were exercisable upon issuance and had a term of 60 months from the date of issuance. The Series A Warrants were 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.

All of the Series A Warrants were outstanding and exercisable as of December 31, 2019. Pursuant to the Warrant Exchange (as defined below), no Series A Warrants were outstanding as of September 30, 2020.

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 the holders 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). The Reset Period concluded in November 2019 and 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 December 31, 2019. There were no Series B Warrants outstanding at September 30, 2020.

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 December 31, 2019. There were no Series C Warrants outstanding at September 30, 2020.

Accounting for the Pre-Merger Financing Warrants

As of December 31, 2019, the Pre-Merger Financing Warrants were classified as equity. At issuance, the Series B Warrants were classified as a liability on the condensed consolidated balance sheet as they did not meet the derivative scope exception to be accounted for within stockholders' equity. The Series B Warrants were initially measured at fair value and marked to market each reporting period. Upon the completion of the Reset Period in November 2019, 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 and the remaining liability balance was reclassified to equity.

The fair value of the Series B Warrants was calculated using a Monte Carlo simulation while estimating the stock price during the 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 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 was 96.0% and 97.0% as of September 27, 2019 and September 30, 2019, respectively. Inputs used in the valuation were unobservable and were 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.

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	18,577,226
Balance at September 30, 2019	27,964,986
Change in fair value of embedded derivatives	(16,709,246)
Amount reclassified to equity	(11,255,740)
Balance at December 31, 2019	$	—

Warrant Exchange

On April 22, 2020, the Company entered into a subscription agreement as discussed within Note 8. The subscription agreement constituted a Dilutive Issuance (as defined above) and resulted in adjustments to the number of issuable Series A Warrants and the exercise price under the Series A Warrants.

Contemporaneously with the subscription agreement, the Company and OpCo entered into Amendment and Exchange Agreements (each an "Exchange Agreement" and collectively, the "Exchange Agreements") with the Investors. Pursuant to the Exchange Agreements, the Company, OpCo and the Investors agreed, among other things, after giving effect to the Dilutive Issuance, to amend the Series A Warrants to provide for an adjustment to the number of common stock issuable upon the exercise of the Series A Warrants. Concurrently with such amendments, the Investors exchanged the Series A Warrants for (i) an aggregate of 21.9 million shares of common stock and (ii) the Warrant Exchange Promissory Notes as defined in Note 9 (collectively the "Warrant Exchange"). Following the consummation of the Warrant Exchange and the concurrent exercise of the remaining Series B Warrants and Series C Warrants, there were no Pre-Merger Financing Warrants outstanding at September 30, 2020.

The Company accounted for the Warrant Exchange by recognizing the fair value of the consideration transferred in excess of the carrying value of the Series A Warrants as a reduction of additional paid-in capital. The fair value of the consideration transferred to settle the Series A Warrants was approximately $13.6 million, comprised of $8.6 million in shares of common stock and the fair value of the Warrant Exchange Promissory Notes of $5.0 million. The fair value of consideration transferred to settle the Series A warrants was in excess of the fair value of the Series A Warrants immediately prior to the transaction by approximately $12.5 million. The excess consideration was accounted for as a deemed dividend to the warrant holders and is reflected as an additional net loss attributed to common stockholders in the calculation of basic and diluted net loss per common share for the nine months ended September 30, 2020. The fair value of the Series A Warrants immediately prior to the Warrant Exchange was $1.1 million, which was estimated using a Black-Scholes valuation model utilizing Level 3 inputs.

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 September 30, 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	9 Months Ended
Subsequent Events	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn October 9, 2020, the Company entered into a lease agreement (the "Lease Agreement") with WPT Land 2 LP (the "Landlord") for an expanded office and laboratory space located in Malvern, Pennsylvania. The Lease Agreement has an expected commencement date in early 2021 and an initial term of seven years. The aggregate estimated base rent payments due over the initial seven year term of the Lease Agreement is $1.8 million. In addition, the Company will pay its pro rata share of the Landlord's annual operating expenses associated with the premises. The Company has the option to extend the Lease Agreement for one additional five year term. The Company has an existing lease agreement with the Landlord for the Company's current office space. Provided that the Company is not under an event of default and surrenders the current office space pursuant to the terms of the Lease Agreement and in the condition required by the existing lease agreement, the existing lease agreement will be deemed terminated without penalty to the Company.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	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 2019 Annual Report.
Principles of Consolidation	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	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 primarily include those used in the accounting for clinical trial accruals, warrant transactions, asset held for sale, and the valuation of debt and equity instruments, including embedded derivatives and stock-based compensation.
Collaboration Arrangements	Collaboration Arrangements The Company assesses whether collaboration agreements are subject to the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and the collaboration partner are subject to other accounting literature. If payments from the collaboration partner represent consideration from a customer, the Company accounts for those payments within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). However, if the Company concludes that its collaboration partner is not a customer, the Company will determine if analogy to other authoritative literature is appropriate. In April 2020, the Company entered into a collaboration agreement subject to ASC 808. Under this arrangement, the Company records cost reimbursements received as a reduction of research and development expense in the period incurred and royalty payments received as collaboration revenue in the period in which the underlying sale occurs.
Exit and Disposal Activities	Exit and Disposal Activities The Company records liabilities for one-time termination benefits in accordance with ASC Topic 420, Exit and Disposal Cost Obligations ("ASC 420"). In accordance with ASC 420, an arrangement for one-time termination benefits exists at the date the plan of the termination meets the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the impacted employees and expected completion date, (iii) the plan identifies the terms of the benefits arrangement, (iv) it is unlikely significant changes to the plan will be made or the plan will be withdrawn and (v) the plan has been communicated to employees. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits, are recognized ratably over the future service period. The Company records liabilities for employee termination benefits covered by ongoing benefit arrangements in accordance with ASC Topic 712, Compensation—Nonretirement Postemployment Benefits ("ASC 712"). In accordance with ASC 712, costs for termination benefits under ongoing benefits arrangements are recognized when management has committed to a plan of termination and the costs are probable and estimable. Severance-related charges, once incurred, are recognized as either research and development expense or general and administrative expense within the condensed consolidated statements of operations and comprehensive loss depending on the job function of the employee.
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. As of December 31, 2019, the Company had an intangible asset held for sale, which it held prior to the Merger. The intangible asset qualified and was recorded as held for sale as of the date of the reverse asset acquisition and was carried at its original fair value less cost to sell of $7.0 million. The Company concluded during the three months ended September 30, 2020, that a sale of the intangible asset held for sale was no longer probable to be completed within one year from the date the intangible asset was initially recorded as held for sale. As such, the carrying value of the intangible asset was reduced to zero with the corresponding charge of $7.0 million recognized as in-process research and development expense during the three and nine months ended September 30, 2020 as the in-process research and development does not have an alternative future use. Although the Company has concluded that a sale of the intangible asset is no longer probable to be completed within one year from the date the intangible asset was initially recorded as held for sale, the Company is party to an Asset Purchase Agreement (as defined within Note 3) related to the intangible asset as of September 30, 2020, and continues to market the asset for sale. In the event of a sale of the intangible asset under the Asset Purchase Agreement or to another party, the Company will account for the sale in the period in which the sale occurs.
Fair Value Measurements	Fair Value Measurements The company follows the provisions of the 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 and nine months ended September 30, 2019. There were no derivative instruments fair valued on a recurring basis using Level 3 inputs during the three and nine months ended September 30, 2020. As of September 30, 2020, the Company estimates the fair value of the note with EB5 Life Sciences, L.P. was $1.0 million using Level 2 inputs. As of September 30, 2020, the Company believes the fair values using Level 2 inputs of both the Warrant Exchange Promissory Notes (as defined in Note 9) and the loan received under the PPP of the CARES Act (as defined in Note 9) approximate their carrying values. See Note 9 for additional information.
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.
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 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, and leases for real estate are classified as operating leases. ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. 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 condensed consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.
Stock-based compensation	Stock-based compensation The Company 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 condensed consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The Company recognizes forfeitures as they occur. The Company’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 the Company’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, the Company’s stock-based compensation expense could be materially different in the future.
Recently Adopted Accounting Standards and Recent Accounting Pronouncements	Recently Adopted Accounting Standards In August 2018, the FASB issued Accounting Standards Update ("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. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This standard clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, ASC 606 guidance should be applied, including recognition, measurement, presentation and disclosure requirements. The standard adds unit-of-account guidance to ASC 808 to align with the guidance in ASC 606 when an entity is assessing whether the collaborative arrangement or a part of the collaborative arrangement is within the scope of ASC 606. The standard also precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue from contracts with customers recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard was effective for the Company on January 1, 2020. Consistent with the guidance in this standard, the Company assesses whether collaboration arrangements are within the scope of ASC 606. For collaboration arrangements that are not within the scope of ASC 606, applicable transactions with collaborative arrangement participants are presented as collaboration revenue rather than revenue from contracts with customers. See above and Note 5 for additional information. 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 currently expect the adoption of these standards to have a material impact on its condensed 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 currently expect the adoption of this standard to have a material impact on its condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is permitted beginning January 1, 2021. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on its condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents, and Restricted Cash


	As of September 30,
	2020		2019
Cash and cash equivalents	$	19,105,830	$	15,301,082
Restricted cash	151,196		150,910
Total cash, cash equivalents and restricted cash	$	19,257,026	$	15,451,992

Net Loss Per Share of Common Stock (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Net loss—basic and diluted	$	(10,473,847)	$	(22,773,281)	$	(18,031,641)	$	(32,624,697)
Deemed dividend related to Warrant Exchange (Note 12)	—		—		(12,546,340)		—
Net loss to common stockholders	$	(10,473,847)	$	(22,773,281)	$	(30,577,981)	$	(32,624,697)
Shares used in calculating net loss per common share—basic and diluted	141,591,218		6,411,308		92,764,157		5,839,840
Net loss per common share—basic and diluted	$	(0.07)	$	(3.55)	$	(0.33)	$	(5.59)

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

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


	Three months ended September 30,		Nine months ended September 30,
	2020	2019	2020	2019
Options to purchase common stock	4,268,277	500,933	4,268,277	500,933
Warrants	870,017	870,017	870,017	870,017
Series A Warrants	—	8,771,928	—	8,771,928
Series B Warrants (1)	—	8,007,461	—	8,007,461
Series C Warrants	—	50,000,000	—	50,000,000
Total	5,138,294	68,150,339	5,138,294	68,150,339

_______________________

(1) Series B Warrants do not include the additional Series B Warrants that were contingent upon the reset pricing as discussed in Note 12.

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2020

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued Expenses are as follows:


	September 30, 2020		December 31, 2019
Accrued expenses:
Research and development	$	177,802	$	271,322
Clinical	125,463		421,788
Professional fees	396,914		917,568
Employee-related	688,251		624,420
Severance-related (1)	888,096		—
Other	57,207		34,947
Total accrued expenses	$	2,333,733	$	2,270,045

_______________________

(1) See Note 7 for additional information regarding severance-related accrued expenses.

Exit and Disposal Activities (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Schedule of Severance-Related Charges

The following table outlines the components of the severance-related charges:


	Amount
Accrued Severance at December 31, 2019	$	—
Severance-related charges	1,093,255
Severance-related payments	(205,159)
Accrued Severance at September 30, 2020	$	888,096

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Debt

The following table provides a summary of the carrying values for the components of debt as reflected on the condensed consolidated balance sheets:


	September 30, 2020		December 31, 2019
PPP Note	$	421,415	$	—
Warrant Exchange Promissory Notes	1,116,997		—
EB-5 Loan Agreement borrowings	1,616,629		1,072,123
Total carrying value of debt, net	$	3,155,041	$	1,072,123

The carrying values of the Warrant Exchange Promissory Notes at September 30, 2020 and December 31, 2019 are summarized below:


	September 30, 2020		December 31, 2019
Principal outstanding	$	1,262,729	$	—
Less: unamortized debt discount	(145,732)		—
Carrying value	$	1,116,997	$	—

The carrying values of the EB-5 Loan Agreement borrowings as of September 30, 2020 and December 31, 2019 are summarized below:


	September 30, 2020		December 31, 2019
Principal outstanding	$	1,500,000	$	1,000,000
Plus: accrued interest	166,053		127,777
Less: unamortized debt issuance costs	(49,424)		(55,654)
Carrying value	$	1,616,629	$	1,072,123

Schedule of Principal, Embedded Derivatives and Carrying Value of Debts

At issuance, the following amounts were recorded:


Convertible Note Issuance Date	Convertible 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 Debt Maturities (Excluding Interest)

Debt maturities (excluding interest) are summarized below:


	Twelve months ending September 30,
	2021		2022		2023		2024		2025		Thereafter		Total
Principal Maturities	$	1,356,377	$	327,767	$	—	$	—	$	—	$	1,500,000	$	3,184,144

- Definition

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

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+ Details

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine months ended September 30,
	2020		2019		2020		2019
General and administrative	$	100,903	$	48,226	$	248,942	$	298,621
Research and development	25,387		144,779		249,070		421,393
Total	$	126,290	$	193,005	$	498,012	$	720,014

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	4,064,950	$	0.41
Forfeited	(527,862)	$	1.96
Options outstanding at September 30, 2020	4,268,277	$	0.94	9.1	$	7,072
Options exercisable at September 30, 2020	450,405	$	4.34	6.6	$	450

Commitments (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of components of lease expense

The components of lease expense were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	47,696	$	47,696	$	142,947	$	202,665
Variable lease cost	21,169		21,284		62,415		58,163
Total lease cost	$	68,865	$	68,980	$	205,362	$	260,828

Schedule of supplemental balance sheet information related to leases

Supplemental balance sheet information related to leases was as follows:


	September 30, 2020		December 31, 2019
Right-of-use assets, net	$	217,508	$	344,574

Current lease obligations	$	164,808	$	172,310
Non-current lease obligations	42,746		163,198
Total lease liabilities	$	207,554	$	335,508

Supplemental cash flow information

Supplemental information related to leases was as follows:


	Nine months ended September 30,
	2020		2019
Weighted-average remaining lease terms—operating leases (years)	1.4		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	$	48,056
2021	160,909
2022	11,354
Total	$	220,319
Less: present value adjustment	(12,765)
Present value of minimum lease payments	$	207,554

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	$	5,964
2021	9,941
Total	$	15,905
Less: present value adjustment	(444)
Present value of minimum lease payments	$	15,461

Warrants (Tables)

9 Months Ended

Sep. 30, 2020

Warrants and Rights Note Disclosure [Abstract]

Schedule of Roll-forward of Series B Warrant Liability

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	18,577,226
Balance at September 30, 2019	27,964,986
Change in fair value of embedded derivatives	(16,709,246)
Amount reclassified to equity	(11,255,740)
Balance at December 31, 2019	$	—

Nature of Business - Additional Information (Details)	6 Months Ended	9 Months Ended
Nature of Business - Additional Information (Details)	Dec. 31, 2021 clinical_trial	Sep. 30, 2020 segment orphan_drug_designation
Nature of Business
Number of operating segments \| segment		1
Number of ODDs received (orphan drug designation) \| orphan_drug_designation		4
Forecast
Nature of Business
Number of clinical trials to be initiated in the future \| clinical_trial	2

Nature of Business - Reverse Stock Split (Details) - Histogenics	9 Months Ended
	Sep. 30, 2020
Nature of Business
Shares issued exchange rate to former Ocugen's stockholders (in USD per share)	0.4794
Stock split, conversion ratio	0.0167

Nature of Business - Going Concern (Details) - USD ($)	3 Months Ended						9 Months Ended
Nature of Business - Going Concern (Details) - USD ($)	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (10,473,847)	$ (3,613,975)	$ (3,943,819)	$ (22,773,281)	$ (3,538,810)	$ (6,312,606)	$ (18,031,641)	$ (32,624,697)
Accumulated deficit	69,511,465						69,511,465		$ 51,479,824
Cash, cash equivalents and restricted cash	$ 19,257,026			$ 15,451,992			$ 19,257,026	$ 15,451,992	$ 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.

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+ Details

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019
RECENT ACCOUNTING PRONOUNCEMENTS
Asset held for sale less cost to sell	$ 0	$ 0	$ 7,000,000
Impairment charge	7,000,000.0	$ 7,000,000.0
Expiration period (in years)		10 years
EB-5 Loan \| Loans payable \| Level 2
RECENT ACCOUNTING PRONOUNCEMENTS
Lines of credit	$ 1,000,000.0	$ 1,000,000.0
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period (in years)		1 year
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period (in years)		3 years

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 19,105,830	$ 7,444,052	$ 15,301,082
Restricted cash	151,196	151,016	150,910
Total cash, cash equivalents and restricted cash	$ 19,257,026	$ 7,595,068	$ 15,451,992	$ 1,778,613

Merger and Financing (Details) shares in Millions, $ in Millions	Oct. 31, 2019 USD ($)	Oct. 04, 2019 USD ($) series shares	May 08, 2019 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2019 shares
Reverse Merger and Financing
Number of series of warrants issued \| series		3
Histogenics
Reverse 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%
Histogenics \| Level 2
Reverse Merger and Financing
Quoted price of assets held for sale of NeoCart				$ 7.0
Financing SPA
Reverse Merger and Financing
Shares issued (in shares) \| shares		2.2			2.2
Aggregate purchase price		$ 25.0

Net Loss Per Share of Common Stock (Details) - USD ($)	3 Months Ended						9 Months Ended
Net Loss Per Share of Common Stock (Details) - USD ($)	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share
Net loss—basic and diluted	$ (10,473,847)	$ (3,613,975)	$ (3,943,819)	$ (22,773,281)	$ (3,538,810)	$ (6,312,606)	$ (18,031,641)	$ (32,624,697)
Deemed dividend related to Warrant Exchange (Note 12)	0			0			(12,546,340)	0
Net loss to common stockholders	$ (10,473,847)			$ (22,773,281)			$ (30,577,981)	$ (32,624,697)
Shares used in calculating net loss per common share—basic and diluted (in shares)	141,591,218			6,411,308			92,764,157	5,839,840
Net loss per share of common share - basic and diluted (in USD per share)	$ (0.07)			$ (3.55)			$ (0.33)	$ (5.59)
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	5,138,294			68,150,339			5,138,294	68,150,339
Options to purchase common stock
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	4,268,277			500,933			4,268,277	500,933
Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	870,017			870,017			870,017	870,017
Warrants \| Series A Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	0			8,771,928			0	8,771,928
Warrants \| Series B Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	0			8,007,461			0	8,007,461
Warrants \| Series C Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	0			50,000,000			0	50,000,000

Collaboration Agreements (Details) - USD ($)	3 Months Ended		9 Months Ended
Collaboration Agreements (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration revenue	$ 0	$ 0	$ 42,620	$ 0
Advaite Agreement \| Advaite
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reduction of research and development expense	$ 100,000		300,000
Collaboration revenue			$ 42,620

Accrued Expenses (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Accrued Liabilities, Current [Abstract]
Research and development	$ 177,802	$ 271,322
Clinical	125,463	421,788
Professional fees	396,914	917,568
Employee-related	688,251	624,420
Severance-related	888,096	0
Other	57,207	34,947
Total	$ 2,333,733	$ 2,270,045

Exit and Disposal Activities - Narrative (Details) - Severance-related charges		3 Months Ended	9 Months Ended
	Jun. 15, 2020 employee	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of employees given notice of termination \| employee	5
Workforce reduction as a result of terminations (as a percent)	33.33%
Severance-related charges		$ 400,000	$ 1,093,255
General and administrative
Restructuring Cost and Reserve [Line Items]
Severance-related charges			200,000
Research and development expense
Restructuring Cost and Reserve [Line Items]
Severance-related charges		$ 400,000	$ 900,000
Forecast
Restructuring Cost and Reserve [Line Items]
Expected severance benefits to be paid				$ 700,000	$ 400,000

Exit and Disposal Activities - Schedule of Severance-Related Charges (Details) - Severance-related charges - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Restructuring Reserve
Accrued Severance, beginning balance		$ 0
Severance-related charges	$ 400,000	1,093,255
Severance-related payments		(205,159)
Accrued Severance, ending balance	$ 888,096	$ 888,096

Equity Transactions (Details) - USD ($)			1 Months Ended			3 Months Ended	9 Months Ended
Equity Transactions (Details) - USD ($)	Jun. 06, 2020	Apr. 05, 2019	Aug. 31, 2020	Jun. 30, 2020	May 31, 2020	Sep. 30, 2020	Sep. 30, 2020	Apr. 22, 2020
ATMs
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold			27,000,000.0	24,800,000	34,400,000	27,000,000.0	86,200,000
Proceeds from sale of stock						$ 10,100,000	$ 25,600,000
Commissions, fees and expenses						$ 400,000	$ 1,100,000
Number of shares outstanding, remaining capacity						19,500,000	19,500,000
Subscription Agreements
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold	1,300,000	100,000
Proceeds from sale of stock		$ 1,000,000.0
Number of shares sold in subscription agreement								1,000
Aggregate offering price								$ 395
Accredited investors agreement to cancel outstanding obligation	$ 300,000
Accredited investors agreement to cancel additional portion owed representing a discount	$ 200,000

Debt - PPP Note (Details) - USD ($)	Sep. 30, 2020	Apr. 30, 2020	Dec. 31, 2019	Sep. 30, 2016
Debt Instrument [Line Items]
Total carrying value of debt, net	$ 3,155,041		$ 1,072,123
PPP Note
Debt Instrument [Line Items]
Total carrying value of debt, net	400,000
Aggregate amount		$ 400,000
Interest rate		1.00%
PPP Note \| Notes payable
Debt Instrument [Line Items]
Total carrying value of debt, net	421,415		0
Warrant Exchange Promissory Notes \| Notes payable
Debt Instrument [Line Items]
Total carrying value of debt, net	1,116,997		0
EB-5 Loan Agreement borrowings \| Loans payable
Debt Instrument [Line Items]
Total carrying value of debt, net	$ 1,616,629		$ 1,072,123
Interest rate				4.00%

Debt - Warrant Exchange Promissory Notes (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Nov. 06, 2020	Sep. 30, 2020	Sep. 30, 2020	Apr. 22, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Principal outstanding		$ 3,184,144	$ 3,184,144
Carrying Value upon Issuance		3,155,041	3,155,041		$ 1,072,123
Warrant Exchange Promissory Notes \| Notes payable
Debt Instrument [Line Items]
Principal outstanding		1,262,729	1,262,729	$ 5,600,000	0
Fair value				5,000,000.0
Original issue discount				$ 600,000
Interest expense		300,000	500,000
Payments to note holders		3,200,000	4,400,000
Less: unamortized debt issuance costs		(145,732)	(145,732)		0
Carrying Value upon Issuance		$ 1,116,997	$ 1,116,997		$ 0
Warrant Exchange Promissory Notes \| Notes payable \| Subsequent events
Debt Instrument [Line Items]
Payments to note holders	$ 1,300,000
Warrant Exchange Promissory Notes \| Notes payable \| Period one
Debt Instrument [Line Items]
Percentage of principal amount required to be redeemed - financing				20.00%
Warrant Exchange Promissory Notes \| Notes payable \| Period two
Debt Instrument [Line Items]
Percentage of principal amount required to be redeemed - financing				30.00%

Debt - EB 5 Loan Agreement Borrowings (Details) - USD ($)	1 Months Ended
	Sep. 30, 2016	Sep. 30, 2020	Mar. 26, 2020	Dec. 31, 2019	Dec. 31, 2016
Debt Instrument [Line Items]
Principal outstanding		$ 3,184,144
Carrying value		3,155,041		$ 1,072,123
EB-5 Loan \| Loans payable
Debt Instrument [Line Items]
Maximum borrowing	$ 10,000,000.0
Borrowing increments	$ 500,000
Interest rate	4.00%
Company borrowed			$ 500,000		$ 1,000,000.0
Principal outstanding		1,500,000		1,000,000
Plus: accrued interest		166,053		127,777
Less: unamortized debt issuance costs		(49,424)		(55,654)
Carrying value		$ 1,616,629		$ 1,072,123

Debt - Senior Secured Convertible Notes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 27, 2019	Jun. 28, 2019	May 21, 2019
Debt Instrument [Line Items]
Interest expense	$ 291,909	$ 796,141	$ 554,801	$ 1,753,172
May 2019 Senior Secured Convertible Notes
Debt Instrument [Line Items]
Aggregate amount							$ 2,400,000
Original issue discount							$ 500,000
June 2019 Senior Secured Convertible Notes
Debt Instrument [Line Items]
Aggregate amount						$ 2,900,000
Original issue discount						$ 400,000
Senior Secured Convertible Notes
Debt Instrument [Line Items]
Aggregate amount					$ 5,300,000
Interest expense		$ 700,000		$ 800,000

Debt - Convertible Promissory Note (Details) - USD ($) $ / shares in Units, shares in Millions	May 16, 2019	Apr. 05, 2019	Apr. 04, 2019
Debt Instrument [Line Items]
Common stock, shares agreed to be sold	0.1
Price per share (in USD per share)	$ 12.41
Increase in additional paid-in capital from conversion	$ 900,000	$ 13,000,000.0
Convertible Promissory Notes
Debt Instrument [Line Items]
Aggregate amount			$ 900,000
Interest rate			5.00%

Debt - Convertible Notes (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
Debt - Convertible Notes (Details) - USD ($)	May 16, 2019	Apr. 05, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Feb. 28, 2019	Jan. 31, 2019	Dec. 31, 2018	Nov. 30, 2018	Jun. 30, 2018	Jan. 31, 2018
Debt Instrument [Line Items]
Carrying Value upon Issuance			$ 3,155,041		$ 3,155,041		$ 1,072,123
Common stock, shares issued (in shares)			162,147,973		162,147,973		52,746,728
Increase in additional paid-in capital from conversion	$ 900,000	$ 13,000,000.0
Convertible Notes \| Minimum
Debt Instrument [Line Items]
Conversion price discount per original agreement (in a percentage)							0.00%
Convertible Notes \| Maximum
Debt Instrument [Line Items]
Conversion price discount per original agreement (in a percentage)		30.00%					30.00%
Convertible Notes
Debt Instrument [Line Items]
Common stock, shares issued (in shares)		1,100,000
Shares issued, price per share (in USD per share)		$ 8.69
Loss on debt conversion		$ (300,000)
Convertible Notes
Debt Instrument [Line Items]
Convertible Note Principal Amount							$ 8,750,400
Note principal outstanding							0
Debt Issuance Costs							(189,158)
Carrying Value upon Issuance							$ 4,670,070
Interest rate							5.00%
Maturity term (in months)							18 months
Redemption multiple upon default							1.5
Accretion of debt discount			$ 0	$ 0	$ 0	$ 500,000
Convertible Notes \| Fair Value of Embedded Derivatives
Debt Instrument [Line Items]
Fair Value of Embedded Derivatives							$ (3,891,172)
Convertible Notes - Board Of Directors \| Board members \| Convertible Notes
Debt Instrument [Line Items]
Convertible Note Principal Amount							$ 3,500,000			$ 3,500,000
January 2018
Debt Instrument [Line Items]
Convertible 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 Instrument [Line Items]
Fair Value of Embedded Derivatives													$ (2,657,711)
June 2018
Debt Instrument [Line Items]
Convertible 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 Instrument [Line Items]
Fair Value of Embedded Derivatives												$ (724,216)
November 2018
Debt Instrument [Line Items]
Convertible 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 Instrument [Line Items]
Fair Value of Embedded Derivatives											$ (21,127)
December 2018
Debt Instrument [Line Items]
Convertible Note Principal Amount										150,000
Debt Issuance Costs										(14,310)
Carrying Value upon Issuance										132,833
December 2018 \| Fair Value of Embedded Derivatives
Debt Instrument [Line Items]
Fair Value of Embedded Derivatives										$ (2,857)
January 2019
Debt Instrument [Line Items]
Convertible Note Principal Amount									$ 450,000
Debt Issuance Costs									(29,358)
Carrying Value upon Issuance									237,760
January 2019 \| Fair Value of Embedded Derivatives
Debt Instrument [Line Items]
Fair Value of Embedded Derivatives									$ (182,882)
February 2019
Debt Instrument [Line Items]
Convertible 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 Instrument [Line Items]
Fair Value of Embedded Derivatives								$ (302,379)
November 2018 and December 2018 Notes \| Convertible Notes \| Minimum
Debt Instrument [Line Items]
Conversion price discount per original agreement (in a percentage)		0.00%
January 2019 and February 2019 Notes \| Convertible Notes
Debt Instrument [Line Items]
Conversion price discount per original agreement (in a percentage)		15.00%

Debt - Schedule of Debt Maturities (Excluding Interest) (Details)	Sep. 30, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 1,356,377
2022	327,767
2023	0
2024	0
2025	0
Thereafter	1,500,000
Total	$ 3,184,144

Stock-based Compensation - Schedule of Compensation Expense for Options Granted (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 126,290	$ 193,005	$ 498,012	$ 720,014
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	100,903	48,226	248,942	298,621
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 25,387	$ 144,779	$ 249,070	$ 421,393

Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($) segment $ / shares shares	Sep. 30, 2020 USD ($) segment $ / shares shares	Dec. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $	$ 1.3	$ 1.3
Number of equity compensation plans \| segment	2	2
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	$ 0.34	$ 0.34
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	800,000	800,000
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	4,200,000	4,200,000
Options outstanding, beginning balance (in shares)	4,268,277	4,268,277	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)	500,000	500,000
Share-based payment arrangement, option \| 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, beginning balance (in shares)	3,800,000	3,800,000
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 2 months 12 days

Stock-based Compensation - Schedule Options to Purchase Common Stock (Details) - 2019 Plan - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Number of Shares
Number of shares, options outstanding, beginning balance (in shares)	731,189
Granted (in shares)	4,064,950
Cancelled (in shares)	(527,862)
Number of shares, options outstanding, ending balance (in shares)	4,268,277	731,189
Options exercisable (in shares)	450,405
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)	0.41
Weighted average exercise price, cancelled (in USD per share)	1.96
Ending balance, weighted average exercise price (in USD per share)	0.94	$ 4.59
Weighted average exercise price, options exercisable (in USD per share)	$ 4.34
Additional Disclosures
Beginning balance, weighted average remaining contractual life	9 years 1 month 6 days	8 years
Weighted average remaining contractual life, options exercisable	6 years 7 months 6 days
Aggregate intrinsic value, beginning balance	$ 24,028
Aggregate intrinsic value, ending balance	7,072	$ 24,028
Aggregate intrinsic value, options exercisable	$ 450

Commitments - Additional Information (Details)	Sep. 30, 2020	Dec. 31, 2019	Jun. 30, 2018
Leases
Leases, term of contract (in years)			5 years
Finance Lease, Liability, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilities	us-gaap:OtherLiabilities
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

Commitments - Operating leases, components of lease expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 47,696	$ 47,696	$ 142,947	$ 202,665
Variable lease cost	21,169	21,284	62,415	58,163
Total lease cost	$ 68,865	$ 68,980	$ 205,362	$ 260,828

Commitments - Operating leases, supplemental balance sheet information (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Right-of-use assets, net	$ 217,508	$ 344,574
Current lease obligations	164,808	172,310
Non-current lease obligations	42,746	163,198
Total lease liabilities	$ 207,554	$ 335,508

Commitments - Operating leases, supplemental cash flow information (Details)	Sep. 30, 2020	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease terms—operating leases (years)	1 year 4 months 24 days	2 years 3 months 18 days
Weighted-average discount rate—operating leases (in percentage)	7.60%	7.60%

Commitments - Operating leases, future minimum lease payments (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2020	$ 48,056
2021	160,909
2022	11,354
Total	220,319
Less: present value adjustment	(12,765)
Total lease liabilities	$ 207,554	$ 335,508

Commitments - Finance leases, future minimum lease payments (Details)	Sep. 30, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2020	$ 5,964
2021	9,941
Total	15,905
Less: present value adjustment	(444)
Present value of minimum lease payments	$ 15,461

Warrants - Additional Information (Details) $ / shares in Units, $ in Millions				12 Months Ended
	Apr. 22, 2020 USD ($) $ / shares shares	Apr. 21, 2020 USD ($)	Sep. 27, 2019 $ / shares shares	Dec. 31, 2018 employee	Sep. 30, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Nov. 30, 2019 shares	Nov. 05, 2019 shares	Sep. 30, 2019
Price Volatility
Class of Warrant or Right
Warrants fair value estimate volatility (in percentage)			0.960						0.970
Warrant Exchange
Class of Warrant or Right
Common stock exchanged for Series A Warrants (in shares)	21,900,000
Warrants \| Level 3
Class of Warrant or Right
Fair value of warrants \| $		$ 1.1
Series A Warrants
Class of Warrant or Right
Initial exercise price (in USD per share) \| $ / shares	$ 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
Fair value of consideration transferred to settle warrants \| $	$ 13.6
Consideration transferred, common stock \| $	8.6
Consideration transferred, Warrant Exchange Promissory Notes \| $	$ 5.0
Fair value of consideration transferred to settle warrants in excess of fair value of warrants \| $		$ 12.5
Series B Warrants
Class of Warrant or Right
Initial exercise price (in USD per share) \| $ / shares			$ 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
Number of warrants outstanding (in shares)					0	1,000
Series C Warrants
Class of Warrant or Right
Initial exercise price (in USD per share) \| $ / shares			$ 7.13
Number of common shares in to which the warrants are exercisable (in shares)			50,000,000.0
Number of warrants outstanding (in shares)					0	1,000
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) \| $ / shares			$ 1.20
Series C Warrants \| Maximum
Class of Warrant or Right
Number of common shares in to which the warrants are exercisable (in shares)			50,000,000.0					20,000,000.0
Former Ocugen Warrants
Class of Warrant or Right
Initial exercise price (in USD per share) \| $ / shares					$ 5.67	$ 5.67
Number of employees issued warrants \| employee				2
Class of warrant or right, exercisable (in shares)					900,000	900,000

Warrants - Schedule of Roll-forward of Series B Warrant Liability (Details) - Series B Warrants - USD ($)	3 Months Ended	9 Months Ended
	Dec. 31, 2019	Sep. 30, 2019
Reconciliation of Series B Warrant liability
Balance at beginning of period	$ 27,964,986	$ 0
Fair value at issuance		9,387,760
Change in fair value of embedded derivatives	(16,709,246)	18,577,226
Amount reclassified to equity	(11,255,740)
Balance at end of period	$ 0	$ 27,964,986

Subsequent Events (Details)	Oct. 09, 2020 USD ($) numberOfRenewalOptions	Jun. 30, 2018
Subsequent Events
Leases, term of contract (in years)		5 years
Subsequent events
Subsequent Events
Leases, term of contract (in years)	7 years
Base payments \| $	$ 1,800,000
Number of renewal options \| numberOfRenewalOptions	1
Lease renewal term (in years)	5 years