0001628280-21-009457 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
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	263 Great Valley Parkway
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	484
Local Phone Number	328-4701
Title of 12(b) Security	Common Stock, 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		198,228,533
Entity Central Index Key	0001372299
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 44,792	$ 24,039
Advance for COVAXIN supply	4,988	0
Prepaid expenses and other current assets	1,576	1,839
Total current assets	51,356	25,878
Property and equipment, net	762	633
Restricted cash	151	151
Other assets	1,578	714
Total assets	53,847	27,376
Current liabilities
Accounts payable	1,040	395
Accrued expenses and other current liabilities	2,703	2,941
Short-term debt, net	374	234
Operating lease obligation	164	44
Total current liabilities	4,281	3,614
Non-current liabilities
Operating lease obligation, less current portion	1,375	389
Long term debt, net	1,702	1,823
Total non-current liabilities	3,077	2,212
Total liabilities	7,358	5,826
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock; $0.01 par value; 200,000,000 authorized; 188,277,852 and 184,133,384 shares issued at March 31, 2021 and December 31, 2020, respectively; 188,156,352 and 184,011,884 shares outstanding at March 31, 2021 and December 31, 2020, respectively	1,883	1,841
Treasury stock, at cost, 121,500 shares at March 31, 2021 and December 31, 2020	(48)	(48)
Additional paid-in capital	125,032	93,059
Accumulated deficit	(80,379)	(73,302)
Total stockholders’ equity	46,489	21,550
Total liabilities and stockholders’ equity	53,847	27,376
Series A Preferred Stock
Stockholders’ equity
Preferred stock issued	0	0
Series B Preferred Stock
Stockholders’ equity
Preferred stock issued	$ 1	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Convertible preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	188,277,852	184,133,384
Common stock, shares outstanding (in shares)	188,156,352	184,011,884
Treasury stock (in shares)	121,500	121,500
Series A Preferred Stock
Convertible preferred stock, shares issued (in shares)	7	7
Convertible preferred stock, shares outstanding (in shares)	7	7
Series B Preferred Stock
Convertible preferred stock, shares issued (in shares)	54,745	0
Convertible preferred stock, shares outstanding (in shares)	54,745	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses
Research and development	$ 2,872	$ 1,652
General and administrative	4,185	2,277
Total operating expenses	7,057	3,929
Loss from operations	(7,057)	(3,929)
Other income (expense)
Interest expense	(20)	(15)
Total other income (expense)	(20)	(15)
Net loss and comprehensive loss	$ (7,077)	$ (3,944)
Shares used in calculating net loss per common share - basic and diluted (in shares)	186,298,122	52,627,228
Net loss per share of common stock - basic and diluted (in USD per share)	$ (0.04)	$ (0.07)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Option Exercises	At-the-market Issuance	Registered Direct Offering	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Common Stock	Common Stock Option Exercises	Common Stock At-the-market Issuance	Common Stock Registered Direct Offering	Treasury Stock	Additional Paid-in Capital	Additional Paid-in Capital Option Exercises	Additional Paid-in Capital At-the-market Issuance	Additional Paid-in Capital Registered Direct Offering	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019					7	0	52,746,728
Beginning balance at Dec. 31, 2019	$ 11,019				$ 0	$ 0	$ 528				$ (48)	$ 62,019				$ (51,480)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	222											222
Net loss	(3,944)															(3,944)
Ending balance (in shares) at Mar. 31, 2020					7	0	52,746,728
Ending balance at Mar. 31, 2020	7,297				$ 0	$ 0	$ 528				(48)	62,241				(55,424)
Beginning balance (in shares) at Dec. 31, 2020					7	0	184,133,384
Beginning balance at Dec. 31, 2020	21,550				$ 0	$ 0	$ 1,841				(48)	93,059				(73,302)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	833											833
Issuance of stock (in shares)								157,468	987,000	3,000,000
Issuance of stock		$ 176	$ 4,849	$ 21,204				$ 2	$ 10	$ 30			$ 174	$ 4,839	$ 21,174
Series B Convertible Preferred Stock issuance, net (in shares)						54,745
Series B Convertible Preferred Stock issuance, net	4,954					$ 1						4,953
Net loss	(7,077)															(7,077)
Ending balance (in shares) at Mar. 31, 2021					7	54,745	188,277,852
Ending balance at Mar. 31, 2021	$ 46,489				$ 0	$ 1	$ 1,883				$ (48)	$ 125,032				$ (80,379)

- 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

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (7,077)	$ (3,944)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	44	18
Non-cash interest expense	20	15
Non-cash lease expense	68	48
Stock-based compensation expense	833	222
Changes in assets and liabilities:
Prepaid expenses and other assets	493	228
Accounts payable and accrued expenses	405	(1,225)
Lease obligations	(69)	(48)
Net cash used in operating activities	(5,283)	(4,686)
Cash flows from investing activities
Purchase of property and equipment	(261)	(53)
Net cash used in investing activities	(261)	(53)
Cash flows from financing activities
Financing lease principal payments	(6)	(6)
Proceeds from issuance of common stock	28,125	0
Payment of equity issuance costs	(1,822)	0
Proceeds from issuance of debt	0	500
Payments of debt issuance costs	0	(6)
Net cash provided by financing activities	26,297	488
Net increase (decrease) in cash, cash equivalents, and restricted cash	20,753	(4,251)
Cash, cash equivalents, and restricted cash at beginning of period	24,190	7,595
Cash, cash equivalents, and restricted cash at end of period	44,943	3,344
Supplemental disclosure of non-cash transactions:
Series B Convertible Preferred Stock issuance	4,988	0
Equity issuance costs	108	0
Purchase of property and equipment	44	0
Right-of-use asset related to operating leases	$ 926	$ 0

Nature of Business	3 Months Ended
Nature of Business	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Ocugen, Inc., together with its wholly owned subsidiaries (“Ocugen” or the “Company”), is a biopharmaceutical company focused on developing gene therapies to cure blindness diseases and developing a vaccine to save lives from COVID-19. The Company is located in Malvern, Pennsylvania, and manages its business as one operating segment. COVID-19 Vaccine In February 2021, the Company entered into a Co-Development, Supply and Commercialization Agreement (the "Covaxin Agreement") with Bharat Biotech International Limited ("Bharat Biotech"), pursuant to which the Company obtained an exclusive right and license under certain of Bharat Biotech's intellectual property rights, with the right to grant sublicenses to develop, manufacture, and commercialize COVAXIN for the prevention of COVID-19 in humans in the United States, its territories and possessions (the “Ocugen Covaxin Territory”). COVAXIN is a whole-virion inactivated COVID-19 vaccine candidate and is formulated with the inactivated SARS-CoV-2 virus, an antigen, and an adjuvant. COVAXIN requires a two-dose vaccination regimen given 28 days apart and is stored in standard vaccine storage conditions (2-8°C). COVAXIN has been granted approval for emergency use in India and millions have been dosed to date. The Phase 1 and Phase 2 clinical trials conducted in India reported strong Immunoglobulin G ("IgG") responses against the spike protein, receptor-binding domain ("RBD"), and the nucleocapsid protein of the SARS-CoV-2 virus, along with strong cellular responses. Strong cellular responses are necessary for memory and long-term durability of vaccines. Both the Phase 1 and Phase 2 clinical trials were published in the Lancet. Bharat Biotech is currently conducting a Phase 3 clinical trial in India. Enrollment in the Phase 3 clinical trial is complete. In April 2021, COVAXIN demonstrated positive results in the second interim analysis of the Phase 3 clinical trial showing a vaccine efficacy in mild, moderate, and severe COVID-19 disease of 78%, efficacy against severe COVID-19 disease alone of 100%, and efficacy against asymptomatic COVID-19 infection of 70%. The 78% efficacy result represents a point estimate of vaccine efficacy with a 95% confidence interval of 61% to 88% against mild, moderate, and severe COVID-19 disease. In an in vitro study conducted by the Indian Council of Medical Research ("ICMR")-National Institute of Virology, COVAXIN demonstrated potential effectiveness against the Brazilian variant of SARS-CoV-2, B.1.1.28.2, which contains the E484K mutation found in New York. An additional in vitro study conducted by the ICMR-National Institute of Virology suggested that COVAXIN was effective against the U.K. variant, B.1.1.7, as well as the Indian double mutant variant, B.1.617. These studies suggest that COVAXIN vaccination may be effective against infection from multiple SARS-CoV-2 variants. The Company is currently evaluating the clinical and regulatory path for COVAXIN in the United States including obtaining Emergency Use Authorization ("EUA") from the U.S. Food and Drug Administration (the "FDA") and, eventually, biologic license application (“BLA”) approval in the United States, as well as the Company's commercialization strategy, if authorized or approved. The Company has initiated discussions with the FDA regarding the development of COVAXIN and EUA. Consistent with the FDA guidance document on EUA for vaccines to prevent COVID-19, the company has submitted key information and data to date (including preclinical studies, chemistry, manufacturing, and controls ("CMC"), and clinical studies) as a “Master File” for FDA review and input prior to a planned EUA submission. The Company is currently waiting for additional data from Bharat Biotech from the ongoing Phase 3 clinical trial for an EUA submission. See Note 3 for additional information about the terms, rights, and obligations under the Covaxin Agreement. Modifier Gene Therapy Platform The Company is developing a breakthrough 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"). The Company's modifier gene therapy platform is based on nuclear hormone receptors (“NHRs”), which have the potential to restore homeostasis, the basic biological processes in the retina. Unlike single-gene replacement therapies, which only target one genetic mutation, the Company believes that its gene therapy platform, through its use of NHRs, represents a novel approach in that it may address multiple retinal diseases with one product. The Company believes that OCU400, its first product candidate being developed with its modifier gene therapy platform, has the potential to be broadly effective in restoring retinal integrity and function across a range of genetically diverse IRDs, including retinitis pigmentosa ("RP") and leber congenital amaurosis ("LCA"). OCU400 has received four Orphan Drug Designations ("ODDs") from the 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 ("PDE6ß") mutation-associated inherited retinal degenerations. The Company is planning to initiate two Phase 1/2a clinical trials for OCU400 in the United States in the second half of 2021. OCU400 additionally received Orphan Medicinal Product Designation ("OMPD") from the European Commission ("EC"), based on the recommendation of the European Medicines Agency ("EMA"), for RP and LCA in February 2021, which the Company believes further supports the potential broad spectrum application of OCU400 to treat many IRDs. The Company is currently evaluating options to commence OCU400 clinical trials in Europe in 2022. The Company'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. The Company is planning to initiate a Phase 1/2a clinical trial for OCU410 in 2022. Novel Biologic Therapy for Retinal Diseases The Company 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. The Company had a pre-Investigational New Drug ("IND") meeting with the FDA in November 2020 and received guidance on IND-enabling preclinical studies to support the Phase 1/2a study. The Company expects to initiate IND-enabling preclinical studies for OCU200 in 2021 and plans to initiate a Phase 1/2a clinical trial for OCU200 in 2022.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

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, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on March 19, 2021 (the "2020 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 research and development accruals and the fair value measurement of equity instruments.

Collaboration Arrangements

The Company assesses whether collaboration agreements are subject to 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 FASB ASC Topic 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer, the Company will record royalty payments received as collaboration revenue in the period in which the underlying sale occurs and record expenses and expense reimbursements as either research and

development expense or general and administrative expense, or a reduction thereof, based on the underlying nature of the expense or expense reimbursement.

Exit and Disposal Activities

The Company records liabilities for one-time termination benefits in accordance with FASB 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 FASB 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.

Fair Value Measurements

The company follows the provisions of the FASB 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)

As of March 31, 2021, the Company believes the fair values using Level 2 inputs of the PPP Note and the borrowings under the EB-5 Loan Agreement (both as defined in Note 7) approximate their carrying values. See Note 7 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 U.S. government and U.S. 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 (in thousands):


	As of March 31,
	2021		2020
Cash and cash equivalents	$	44,792	$	3,193
Restricted cash	151		151
Total cash, cash equivalents, and restricted cash	$	44,943	$	3,344

Property and Equipment, Net

Property and equipment is recorded at cost. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Gains and losses on disposal of assets are included in the condensed consolidated statements of operations and comprehensive loss. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. The Company's property and equipment includes office equipment, lab equipment, leasehold improvements, and a right-of-use asset under a financing lease. The Company's office equipment includes computers and other office technology equipment with a useful life of five years as well as furniture and fixtures with a useful life of seven years. The Company's lab equipment has a useful life of five years. Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. If a leasehold improvement transfers ownership to the Company at the end of the lease term, the leasehold improvement is amortized over its useful life. The right-of-use asset under the Company's financing lease is amortized over five years, which represents the estimated useful life of the underlying leased equipment.

Leases

The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company’s current and historical lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable.

Operating leases are included in other assets and operating lease obligations on the Company’s condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at the 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 and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. The Company primarily leases real estate classified as operating leases. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rate is not readily determinable in the Company’s operating leases therefore the incremental borrowing rate is used based on the information available at the 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.

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 an 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 is probable. Variable lease payments include the Company's proportionate share of certain 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 FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). The Company has issued stock-based compensation awards consisting of stock options and restricted stock units ("RSUs"). ASC 718 requires all stock-based payments, including grants of stock options and RSUs to be recognized in the condensed consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSUs is determined by the Company’s market price of a share of common stock at the grant date. 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 granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based awards generally vest over a one to three year requisite service period and have a contractual term of 10 years. Shares issued upon stock option exercise are newly issued common shares.

Estimating the fair value of options requires the input of subjective assumptions, including the 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, 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 December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 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. This standard was effective for the Company on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and 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 the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which have the same effective date and transition date of January 1, 2023. These 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 the Company's condensed consolidated financial statements.

License and Development Agreements	3 Months Ended
License and Development Agreements	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
License and Development Agreements	License and Development Agreements In February 2021, the Company entered into the Covaxin Agreement with Bharat Biotech to co-develop COVAXIN, a whole-virion inactivated COVID-19 vaccine being developed to prevent COVID-19 infection, for the U.S. market. Pursuant to the Covaxin Agreement, the Company obtained an exclusive right and license under certain of Bharat Biotech’s intellectual property rights, with the right to grant sublicenses, to develop, manufacture, and commercialize COVAXIN in the Ocugen Covaxin Territory. In consideration of the license and other rights granted by Bharat Biotech to the Company, the parties agreed to share any profits generated from the commercialization of COVAXIN in the Ocugen Covaxin Territory, with the Company retaining 45% of such profits, and Bharat Biotech receiving the balance of such profits. The Covaxin Agreement is a collaboration arrangement within the scope of ASC 808. Under the Covaxin Agreement, the Company and Bharat Biotech will collaborate to develop COVAXIN for their respective territories. Except with respect to U.S. manufacturing rights under certain circumstances as described below, the Company has the exclusive right and is solely responsible for researching, developing, manufacturing, and commercializing COVAXIN for the Ocugen Covaxin Territory. Bharat Biotech has the exclusive right and is solely responsible for researching, developing, manufacturing, and commercializing COVAXIN outside of the Ocugen Covaxin Territory. Bharat Biotech has agreed to provide to the Company all preclinical and clinical data, and to transfer to the Company certain proprietary technology owned or controlled by Bharat Biotech, that is necessary for the successful commercial manufacture and supply of COVAXIN to support commercial sale in the Ocugen Covaxin Territory, including pursuant to any EUA for the Ocugen Covaxin Territory granted by the FDA. In certain circumstances set forth in the Covaxin Agreement, and until the Company is capable and primarily responsible for the manufacture and supply of COVAXIN for the Ocugen Covaxin Territory, Bharat Biotech has the exclusive right to manufacture COVAXIN for the Ocugen Covaxin Territory and is responsible for manufacturing and supplying clinical testing materials required for the Company’s development activities, and all of the Company’s requirements of commercial quantities of COVAXIN. The parties expect to enter into supply agreements setting forth the terms of such supply. Bharat Biotech has agreed to provide a specified minimum number of doses in calendar year 2021. On March 18, 2021, the Company issued shares of Series B Convertible Preferred Stock (as defined in Note 8) as an advance payment for the supply of COVAXIN to be provided by Bharat Biotech under an expected future supply agreement. See Note 8 for additional information about the Series B Convertible Preferred Stock issuance to Bharat Biotech. The Covaxin Agreement continues in effect for the commercial life of COVAXIN, subject to the earlier termination of the Covaxin Agreement in accordance with its terms. The Covaxin Agreement also contains customary representations and warranties made by both parties, and customary provisions relating to indemnification, limitation of liability, confidentiality, information and data sharing, and other matters.

Property and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	March 31, 2021		December 31, 2020
Office equipment	$	221	$	166
Lab equipment	545		452
Leasehold improvements	158		177
Financing lease right-of-use asset	64		64
Total property and equipment	988		859
Less: accumulated depreciation	(226)		(226)
Total property and equipment, net	$	762	$	633

Leases

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Leases

Operating Leases

The Company has commitments under an operating lease with WPT Land 2 LP (the “Landlord”) for certain facilities used in its operations including for the use of laboratory, office, and storage space located in Malvern, Pennsylvania (the “Lease Agreement”). The Lease Agreement was determined to have two lease components per ASC 842, a laboratory space lease

component (the "Initial Premises") and an office, storage, and future expanded laboratory space lease component (the "Expansion Premises"), with varying commencement dates. The Initial Premises commencement date occurred in December 2020 and the Expansion Premises commencement date occurred in January 2021. The Lease Agreement has an initial term of seven years and the Company has the option to extend the Lease Agreement for one additional five year term. The option for extension has been excluded from the lease term (and lease liability) for the Lease Agreement as it is not reasonably certain that the Company will exercise such option.

The Company had a former lease agreement with the Landlord for the Company's former office space. Pursuant to the terms of the Lease Agreement, the Company terminated the former lease agreement with the Landlord without penalty upon the commencement of the Expansion Premises in January 2021.

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


	Three months ended March 31,
	2021		2020
Operating lease cost	$	68	$	48
Variable lease cost	30		21
Total lease cost	$	98	$	69

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


	March 31, 2021		December 31, 2020
Right-of-use assets, net	$	1,528	$	434

Current lease obligations	$	164	$	44
Non-current lease obligations	1,375		389
Total lease liabilities	$	1,539	$	433

Supplemental information related to leases was as follows:


	Three months ended March 31,
	2021		2020
Weighted-average remaining lease term — operating leases (years)	6.7		1.8
Weighted-average discount rate — operating leases	4.6	%	7.6	%

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


For the Years Ending December 31,	Amount
Remainder of 2021	$	163
2022	252
2023	261
2024	269
2025	277
Thereafter	578
Total	$	1,800
Less: present value adjustment	(261)
Present value of minimum lease payments	$	1,539

Leases

Operating Leases

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


	Three months ended March 31,
	2021		2020
Operating lease cost	$	68	$	48
Variable lease cost	30		21
Total lease cost	$	98	$	69

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


	March 31, 2021		December 31, 2020
Right-of-use assets, net	$	1,528	$	434

Current lease obligations	$	164	$	44
Non-current lease obligations	1,375		389
Total lease liabilities	$	1,539	$	433

Supplemental information related to leases was as follows:


	Three months ended March 31,
	2021		2020
Weighted-average remaining lease term — operating leases (years)	6.7		1.8
Weighted-average discount rate — operating leases	4.6	%	7.6	%

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


For the Years Ending December 31,	Amount
Remainder of 2021	$	163
2022	252
2023	261
2024	269
2025	277
Thereafter	578
Total	$	1,800
Less: present value adjustment	(261)
Present value of minimum lease payments	$	1,539

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2021

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are as follows (in thousands):


	March 31, 2021		December 31, 2020
Research and development	$	454	$	512
Clinical	115		117
Professional fees	1,259		405
Employee-related	336		963
Severance-related (1)	405		712
Other	134		232
Total accrued expenses and other current liabilities	$	2,703	$	2,941

_______________________

(1) In June 2020, the Company communicated notice to five employees of the termination of their employment as a result of the discontinuation of the Company's OCU300 product candidate for the treatment of symptoms associated with ocular graft-versus-host disease ("oGVHD"). This reduction represented one-third of the Company’s workforce at the time of communication. All terminations were “without cause” and each employee received termination benefits upon departure. The termination dates varied for each employee and ranged from June 30, 2020 to December 31, 2020. During the three months ended March 31, 2021, the Company made severance payments of $0.3 million. The Company expects to pay severance benefits of $0.4 million throughout the remainder of 2021.

Debt

3 Months Ended

Mar. 31, 2021

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 (in thousands):


	March 31, 2021		December 31, 2020
PPP Note	$	421	$	421
EB-5 Loan Agreement	1,655		1,636
Total carrying value of debt, net	$	2,076	$	2,057

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 extended the deferral period for monthly principal and interest payments from six months to either (i) the date the Small Business Administration ("SBA") compensates the lender for any forgiven amounts or (ii) 10 months after the end of the borrower's loan forgiveness covered period. The PPPFA also extended 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 either (i) the date the SBA compensates SVB for forgiven amounts or (ii) 10 months after the end of the Company's covered period, which ended in October 2020. If the PPP Note is fully forgiven, the Company will not be responsible for any payments. 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.

As of March 31, 2021 and December 31, 2020, the carrying value of the PPP Note was $0.4 million.

EB-5 Loan Agreement

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 product candidates and for the general working capital needs of the Company. Outstanding borrowings pursuant to the EB-5 Loan Agreement, including accrued interest, become due upon the seventh anniversary of the final disbursement. Amounts repaid cannot be re-borrowed. The EB-5 Loan Agreement borrowings are secured by substantially all assets of the Company, except for any patents, patent applications, pending patents, patent licenses, patent sublicenses, 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 in March 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 March 31, 2021 and December 31, 2020 are summarized below (in thousands):


	March 31, 2021		December 31, 2020
Principal outstanding	$	1,500	$	1,500
Plus: accrued interest	196		181
Less: unamortized debt issuance costs	(41)		(45)
Carrying value	$	1,655	$	1,636

Equity	3 Months Ended
Equity	Mar. 31, 2021
Equity [Abstract]
Equity	Equity COVAXIN Preferred Stock Purchase Agreement On March 1, 2021, the Company entered into a Preferred Stock Purchase Agreement, pursuant to which the Company agreed to issue and sell 0.1 million shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Convertible Preferred Stock”), at a price per share equal to $109.60, to Bharat Biotech. On March 18, 2021, the Company issued the Series B Convertible Preferred Stock as an advance payment for the supply of COVAXIN to be provided by Bharat Biotech pursuant to a supply agreement expected to be entered into with respect to the parties' Covaxin Agreement (the "Supply Agreement"). Each share of Series B Convertible Preferred Stock is convertible, at the option of Bharat Biotech, into 10 shares of the Company’s common stock (the "Conversion Ratio") only after (i) the Company’s receipt of stockholder approval to increase the number of authorized shares of common stock under its Sixth Amended and Restated Certificate of Incorporation and (ii) the Company’s receipt of shipments by Bharat Biotech of the first 10.0 million doses of COVAXIN manufactured by Bharat Biotech pursuant to the Supply Agreement, and further on the terms and subject to the conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the "Certificate of Designation"). The conversion rate of the Series B Convertible Preferred Stock is subject to adjustment in the event of a stock dividend, stock split, reclassification, or similar event with respect to the Company’s common stock. Subsequent to March 31, 2021, the Company's stockholders approved an increase in the number of the Company's authorized shares of common stock. See Note 12 for additional information. Bharat Biotech is entitled to receive dividends on the Series B Convertible Preferred Stock equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on shares of common stock, when and if such dividends are paid. Except as provided by law and certain protective provisions set forth in the Certificate of Designation, the Series B Convertible Preferred Stock has no voting rights. Upon a liquidation or dissolution of the Company, holders of Series B Convertible Preferred Stock would be entitled to receive the same amount that a holder of common stock would receive if the Series B Convertible Preferred Stock were fully converted to common stock. The Company accounted for the issuance of the Series B Convertible Preferred Stock in accordance with ASC 718 and recorded the fair value of $5.0 million within equity during the three months ended March 31, 2021, with a corresponding short-term asset for the advanced payment for the doses of COVAXIN. The Company utilized the traded common stock price, adjusted by the Conversion Ratio, to value the Series B Convertible Preferred Stock and the Finnerty model to estimate a 15% discount rate for the lack of marketability of the instrument. The valuation incorporates Level 3 inputs in the fair value hierarchy, including the estimated time until the instrument's liquidity and estimated volatility of the Company's common stock as of the grant date. Registered Direct Offering On February 7, 2021, the Company entered into a Securities Purchase Agreement pursuant to which the Company agreed to issue and sell in a registered direct offering, 3.0 million shares of the Company's common stock at an offering price of $7.65 per share (the "February 2021 Registered Direct Offering"). The closing of the February 2021 Registered Direct Offering occurred on February 10, 2021 and the Company received net proceeds of $21.2 million after deducting equity issuance costs of $1.7 million. At-the-Market Offering During the three months ended March 31, 2021, the Company sold 1.0 million shares of the Company's common stock in an at-the-market offering (“ATM”) commenced in August 2020 (the "August 2020 ATM"). The Company received net proceeds of $4.8 million, after deducting equity issuance costs of $0.1 million. The offering was 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 supplement related to the offering dated August 17, 2020. As of March 31, 2021, the Company had the remaining capacity to raise $3.3 million by issuing shares of the Company's common stock under the prospectus supplement in connection with the August 2020 ATM. OpCo Warrants Prior to 2018, OpCo issued warrants to purchase the Company's common stock (the "OpCo Warrants") to investors of the Company pursuant to a stockholders' agreement and to two employees of the Company pursuant to their respective employment agreements. As of March 31, 2021 and December 31, 2020, 0.9 million OpCo Warrants were outstanding and exercisable and had a weighted average exercise price of $5.67 per share. The OpCo Warrants expire between 2026 and 2027.

Stock-based Compensation

3 Months Ended

Mar. 31, 2021

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 (in thousands):


	Three months ended March 31,
	2021		2020
General and administrative	$	590	$	103
Research and development	243		119
Total	$	833	$	222

As of March 31, 2021, the Company had $9.3 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 2.6 years as of March 31, 2021.

Equity Plans

The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the “2014 Plan”) and the Ocugen, Inc. 2019 Equity Incentive Plan (the “2019 Plan”, collectively with the 2014 Plan, the "Plans").

On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of the Company's common stock outstanding on December 31st of the prior year, or a number of shares of the Company's common stock determined by the Board of Directors.

As of March 31, 2021, the 2014 Plan provides for the granting of up to 0.4 million equity awards in respect to the Company's common stock. As of March 31, 2021, the 2019 Plan provides for the granting of up to 1.3 million equity awards in respect to

the Company's common stock, inclusive of the additional shares authorized for issuance pursuant to the 2019 Plan's "Evergreen" provision on January 1, 2021.

As of March 31, 2021, an aggregate of 0.4 million and 8.8 million shares of the Company's 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 (in thousands)
Options outstanding at December 31, 2020	4,224,433	$	0.84	8.9	$	5,496
Granted	5,192,550	$	2.10		$	—
Exercised	(157,468)	$	1.11		$	980
Forfeited	(23,970)	$	13.52		$	—
Options outstanding at March 31, 2021	9,235,545	$	1.51	9.3	$	49,598
Options exercisable at March 31, 2021	860,287	$	1.88	7.7	$	4,477

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2021 and 2020 were $1.73 and $0.42, respectively. The total fair value of stock options vested during the three months ended March 31, 2021 and 2020 was $0.3 million and $0.1 million, respectively.

Net Loss Per Share of Common Stock

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share of Common Stock

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2021 and 2020 (in thousands, except share and per share amounts):


	Three months ended March 31,
	2021		2020
Net loss — basic and diluted	$	(7,077)	$	(3,944)


Shares used in calculating net loss per common share — basic and diluted	186,298,122		52,627,228
Net loss per common share — basic and diluted	$	(0.04)	$	(0.07)

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


	Three months ended March 31,
	2021	2020
Options to purchase common stock	9,235,545	2,496,771
RSUs	2,190	—
Warrants	870,017	9,643,945
Series A Convertible Preferred Stock (as converted to common stock)	3,115	3,115
Series B Convertible Preferred Stock (as converted to common stock)	547,450	—
Total	10,658,317	12,143,831

Total warrants excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2021 is comprised of 0.9 million OpCo Warrants. Total warrants excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2020 is comprised of 0.9 million OpCo Warrants as well as an aggregate of 8.8 million warrants issued in October 2019 under a securities purchase agreement with certain accredited investors (the "SPA Warrants"). No SPA Warrants were outstanding as of March 31, 2021 and December 31, 2020.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies- Commitments The Company has commitments under certain license agreements, lease agreements, debt agreements, and separation agreements. Commitments under certain license agreements primarily include annual payments, payments upon the achievement of certain milestones, and royalty payments based on net sales of licensed products. Commitments under the Company's licensing agreements are more fully described within Note 3 and within the Company's 2020 Annual Report. Commitments under lease agreements are future minimum lease payments for operating leases. See Note 5 for additional information about commitments under lease agreements. Commitments under debt agreements are payments for any amount of principal and accrued interest under the PPP Note that is determined to be not forgiven by the SBA as well as the future payment of principal and accrued interest under the EB-5 Loan Agreement. See Note 7 for additional information about commitments under debt agreements. Commitments under separation agreements are severance payments to be paid throughout the remainder of 2021 as a result of the reduction in force in connection with the Company's discontinuation of its OCU300 product candidate. See Note 6 for additional information about commitments under separation agreements. Contingencies From time to time, the Company is subject to claims in legal proceedings arising in the normal course of its business. The Company does not believe that it is currently party to any pending legal actions that could reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, or cash flows.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Promissory Note On April 13, 2021, the Company issued a promissory note in the principal amount of $0.8 million to a company (the “Promissory Note”). The Promissory Note bears interest at a rate per annum of 5%. The outstanding principal balance of the Promissory Note plus any accrued and unpaid interest thereon is payable in full on April 13, 2022. The Promissory Note may be prepaid in whole or in part at any time, together with any accrued and unpaid interest, without premium, penalty, or discount. The Promissory Note contains customary covenants and events of default, including, among others, failure to make payment, breach of agreement, and bankruptcy. Increase in Authorized Shares of Common Stock On April 14, 2021, the Company's stockholders approved an increase in the number of the Company's authorized shares of common stock from 200.0 million to 295.0 million. Following receipt of the stockholder approval, the Company filed a Certificate of Amendment to the Company's Sixth Amended and Restated Certificate of Incorporation with the State of Delaware to effect the increase in authorized shares. Registered Direct Offering On April 23, 2021, the Company entered into a securities purchase agreement with healthcare-focused institutional investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the "April 2021 Registered Direct Offering") an aggregate of 10.0 million shares of the Company's common stock at an offering price of $10.00 per share. The closing of the April 2021 Registered Direct Offering occurred on April 27, 2021 and the Company received net proceeds of $93.4 million after deducting equity issuance costs of $6.6 million.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
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, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on March 19, 2021 (the "2020 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 research and development accruals and the fair value measurement of equity instruments.
Collaboration Arrangements	Collaboration Arrangements The Company assesses whether collaboration agreements are subject to 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 FASB ASC Topic 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer, the Company will record royalty payments received as collaboration revenue in the period in which the underlying sale occurs and record expenses and expense reimbursements as either research and development expense or general and administrative expense, or a reduction thereof, based on the underlying nature of the expense or expense reimbursement.
Exit and Disposal Activities	Exit and Disposal Activities The Company records liabilities for one-time termination benefits in accordance with FASB 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 FASB 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.
Fair Value Measurements	Fair Value Measurements The company follows the provisions of the FASB 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) As of March 31, 2021, the Company believes the fair values using Level 2 inputs of the PPP Note and the borrowings under the EB-5 Loan Agreement (both as defined in Note 7) approximate their carrying values. See Note 7 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 U.S. government and U.S. government agency obligations. The Company’s restricted cash balance consists of cash held to collateralize a corporate credit card account.
Property and Equipment, Net	Property and Equipment, Net Property and equipment is recorded at cost. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Gains and losses on disposal of assets are included in the condensed consolidated statements of operations and comprehensive loss. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. The Company's property and equipment includes office equipment, lab equipment, leasehold improvements, and a right-of-use asset under a financing lease. The Company's office equipment includes computers and other office technology equipment with a useful life of five years as well as furniture and fixtures with a useful life of seven years. The Company's lab equipment has a useful life of five years. Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. If a leasehold improvement transfers ownership to the Company at the end of the lease term, the leasehold improvement is amortized over its useful life. The right-of-use asset under the Company's financing lease is amortized over five years, which represents the estimated useful life of the underlying leased equipment.
Leases	Leases The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company’s current and historical lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. Operating leases are included in other assets and operating lease obligations on the Company’s condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at the 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 and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. The Company primarily leases real estate classified as operating leases. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rate is not readily determinable in the Company’s operating leases therefore the incremental borrowing rate is used based on the information available at the 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. 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 an 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 is probable. Variable lease payments include the Company's proportionate share of certain 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 FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). The Company has issued stock-based compensation awards consisting of stock options and restricted stock units ("RSUs"). ASC 718 requires all stock-based payments, including grants of stock options and RSUs to be recognized in the condensed consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSUs is determined by the Company’s market price of a share of common stock at the grant date. 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 granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based awards generally vest over a one to three year requisite service period and have a contractual term of 10 years. Shares issued upon stock option exercise are newly issued common shares. Estimating the fair value of options requires the input of subjective assumptions, including the 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, 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 December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 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. This standard was effective for the Company on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40). This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and 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 the Company's condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which have the same effective date and transition date of January 1, 2023. These 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 the Company's condensed consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents, and Restricted Cash


	As of March 31,
	2021		2020
Cash and cash equivalents	$	44,792	$	3,193
Restricted cash	151		151
Total cash, cash equivalents, and restricted cash	$	44,943	$	3,344

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Major Components of Property, Plant and Equipment

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


	March 31, 2021		December 31, 2020
Office equipment	$	221	$	166
Lab equipment	545		452
Leasehold improvements	158		177
Financing lease right-of-use asset	64		64
Total property and equipment	988		859
Less: accumulated depreciation	(226)		(226)
Total property and equipment, net	$	762	$	633

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Components of Lease Expense

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


	Three months ended March 31,
	2021		2020
Operating lease cost	$	68	$	48
Variable lease cost	30		21
Total lease cost	$	98	$	69

Supplemental information related to leases was as follows:


	Three months ended March 31,
	2021		2020
Weighted-average remaining lease term — operating leases (years)	6.7		1.8
Weighted-average discount rate — operating leases	4.6	%	7.6	%

Supplemental Balance Sheet Information Related to Leases

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


	March 31, 2021		December 31, 2020
Right-of-use assets, net	$	1,528	$	434

Current lease obligations	$	164	$	44
Non-current lease obligations	1,375		389
Total lease liabilities	$	1,539	$	433

Schedule of Maturities of Operating Leases

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


For the Years Ending December 31,	Amount
Remainder of 2021	$	163
2022	252
2023	261
2024	269
2025	277
Thereafter	578
Total	$	1,800
Less: present value adjustment	(261)
Present value of minimum lease payments	$	1,539

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses and other current liabilities are as follows (in thousands):


	March 31, 2021		December 31, 2020
Research and development	$	454	$	512
Clinical	115		117
Professional fees	1,259		405
Employee-related	336		963
Severance-related (1)	405		712
Other	134		232
Total accrued expenses and other current liabilities	$	2,703	$	2,941

_______________________

Debt (Tables)

3 Months Ended

Mar. 31, 2021

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 (in thousands):


	March 31, 2021		December 31, 2020
PPP Note	$	421	$	421
EB-5 Loan Agreement	1,655		1,636
Total carrying value of debt, net	$	2,076	$	2,057

The carrying values of the EB-5 Loan Agreement borrowings as of March 31, 2021 and December 31, 2020 are summarized below (in thousands):


	March 31, 2021		December 31, 2020
Principal outstanding	$	1,500	$	1,500
Plus: accrued interest	196		181
Less: unamortized debt issuance costs	(41)		(45)
Carrying value	$	1,655	$	1,636

- Definition

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

+ References

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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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+ Details

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

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 (in thousands):


	Three months ended March 31,
	2021		2020
General and administrative	$	590	$	103
Research and development	243		119
Total	$	833	$	222

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 (in thousands)
Options outstanding at December 31, 2020	4,224,433	$	0.84	8.9	$	5,496
Granted	5,192,550	$	2.10		$	—
Exercised	(157,468)	$	1.11		$	980
Forfeited	(23,970)	$	13.52		$	—
Options outstanding at March 31, 2021	9,235,545	$	1.51	9.3	$	49,598
Options exercisable at March 31, 2021	860,287	$	1.88	7.7	$	4,477

Net Loss Per Share of Common Stock (Tables)

3 Months Ended

Mar. 31, 2021

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 months ended March 31, 2021 and 2020 (in thousands, except share and per share amounts):


	Three months ended March 31,
	2021		2020
Net loss — basic and diluted	$	(7,077)	$	(3,944)


Shares used in calculating net loss per common share — basic and diluted	186,298,122		52,627,228
Net loss per common share — basic and diluted	$	(0.04)	$	(0.07)

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 March 31,
	2021	2020
Options to purchase common stock	9,235,545	2,496,771
RSUs	2,190	—
Warrants	870,017	9,643,945
Series A Convertible Preferred Stock (as converted to common stock)	3,115	3,115
Series B Convertible Preferred Stock (as converted to common stock)	547,450	—
Total	10,658,317	12,143,831

Nature of Business - Additional Information (Details)	1 Months Ended	3 Months Ended	6 Months Ended
Nature of Business - Additional Information (Details)	Apr. 30, 2021	Mar. 31, 2021 segment dose geneticMutation product orphan_drug_designation	Dec. 31, 2021 clinical_trial
Nature of Business
Number of operating segments \| segment		1
Number of vaccination dose regimen \| dose		2
Vaccination dose regimen, duration apart		28 days
Modifier gene therapy platform, number of genetic mutations target \| geneticMutation		1
Modifier gene therapy platform, number of products \| product		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
Subsequent Event
Nature of Business
Vaccination dose regimen, efficacy, mild, moderate, and severe cases (percentage)	78.00%
Vaccination dose regimen, efficacy, severe cases (percentage)	100.00%
Vaccination dose regimen, efficacy, asymptomatic infection (percentage)	70.00%
Vaccination dose regimen, efficacy (percentage)	95.00%
Subsequent Event \| Minimum
Nature of Business
Vaccination dose regimen, efficacy, mild, moderate, and severe cases (percentage)	61.00%
Subsequent Event \| Maximum
Nature of Business
Vaccination dose regimen, efficacy, mild, moderate, and severe cases (percentage)	88.00%

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 44,792	$ 24,039	$ 3,193
Restricted cash	151	151	151
Total cash, cash equivalents, and restricted cash	$ 44,943	$ 24,190	$ 3,344	$ 7,595

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended
	Mar. 31, 2021
RECENT ACCOUNTING PRONOUNCEMENTS
Finance lease, term of contract (in years)	5 years
Expiration period (in years)	10 years
Office Equipment
RECENT ACCOUNTING PRONOUNCEMENTS
Useful life (in years)	5 years
Furniture and Fixtures
RECENT ACCOUNTING PRONOUNCEMENTS
Useful life (in years)	7 years
Lab equipment
RECENT ACCOUNTING PRONOUNCEMENTS
Useful life (in years)	5 years
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period (in years)	1 year
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period (in years)	3 years

License and Development Agreements (Details)	Feb. 28, 2021
COVAXIN Preferred Stock Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Profits generated, shared percentage	45.00%

Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 988	$ 859
Less: accumulated depreciation	(226)	(226)
Total property and equipment, net	762	633
Office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	221	166
Lab equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	545	452
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	158	177
Financing lease right-of-use asset
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 64	$ 64

Leases - Operating Leases (Details)	3 Months Ended
Leases - Operating Leases (Details)	Mar. 31, 2021 renewalOption
Commitments and Contingencies Disclosure [Abstract]
Leases, term of contract (in years)	7 years
Operating lease, number of renewal terms	1
Lease renewal term (in years)	5 years

Leases - Operating Leases, Components Of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 68	$ 48
Variable lease cost	30	21
Total lease cost	$ 98	$ 69

Leases - Operating Leases, Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Right-of-use assets, net	$ 1,528	$ 434
Current lease obligations	164	44
Non-current lease obligations	1,375	389
Total lease liabilities	$ 1,539	$ 433

Leases - Operating Leases, Supplemental Information Related To Leases (Details)	Mar. 31, 2021	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease terms—operating leases (years)	6 years 8 months 12 days	1 year 9 months 18 days
Weighted-average discount rate—operating leases	4.60%	7.60%

Leases - Operating Leases, Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2021	$ 163
2022	252
2023	261
2024	269
2025	277
Thereafter	578
Total	1,800
Less: present value adjustment	(261)
Present value of minimum lease payments	$ 1,539	$ 433

Accrued Expenses and Other Current Liabilities (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2020 employee	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Research and development		$ 454	$ 512
Clinical		115	117
Professional fees		1,259	405
Employee-related		336	963
Severance-related		405	712
Other		134	232
Total accrued expenses and other current liabilities		2,703	$ 2,941
Severance costs		300
Severance-related charges
Restructuring Cost and Reserve [Line Items]
Number of employees given notice of termination \| employee	5
Expected severance benefits to be paid		$ 400

Debt - PPP Note (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Apr. 30, 2020	Sep. 30, 2016
Debt Instrument [Line Items]
Total carrying value of debt, net	$ 2,076	$ 2,057
PPP Note
Debt Instrument [Line Items]
Total carrying value of debt, net	400	400
Aggregate amount			$ 400
Interest rate			1.00%
PPP Note \| Notes payable
Debt Instrument [Line Items]
Total carrying value of debt, net	421	421
EB-5 Loan Agreement \| Loans payable
Debt Instrument [Line Items]
Total carrying value of debt, net	$ 1,655	$ 1,636
Interest rate				4.00%

Debt - EB 5 Loan Agreement Borrowings (Details) - USD ($)	1 Months Ended
	Sep. 30, 2016	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2016
Debt Instrument [Line Items]
Carrying value		$ 2,076,000	$ 2,057,000
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	1,500,000
Plus: accrued interest		196,000	181,000
Less: unamortized debt issuance costs		(41,000)	(45,000)
Carrying value		$ 1,655,000	$ 1,636,000

Equity (Details) $ / shares in Units, dose in Millions, $ in Millions			3 Months Ended
	Mar. 01, 2021 dose $ / shares shares	Feb. 07, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2018 employee
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock, par value (in USD per share) \| $ / shares			$ 0.01	$ 0.01
Series B Warrants
Subsidiary, Sale of Stock [Line Items]
Preferred stock, outstanding \| $			$ 5.0
Series B Warrants \| Level 3 \| Discount Rate
Subsidiary, Sale of Stock [Line Items]
Derivative asset, measurement input			0.15
OpCo Warrants
Subsidiary, Sale of Stock [Line Items]
Number of former employees with warrants \| employee					2
Class of warrant or right, exercisable (in shares)			900,000	900,000
Initial exercise price (in USD per share) \| $ / shares			$ 5.67	$ 5.67
COVAXIN Preferred Stock Purchase Agreement \| Series B Warrants
Subsidiary, Sale of Stock [Line Items]
Agreement to sell, number of shares issued in transaction (in shares)	100,000
Convertible preferred stock, par value (in USD per share) \| $ / shares	$ 0.01
Agreement to sell, price per share (in USD per share) \| $ / shares	$ 109.60
Convertible preferred stock, shares issued upon conversion (in shares)	10
Supply agreement, number of doses \| dose	10.0
Registered Direct Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold		3,000,000.0
Price per share (in USD per share) \| $ / shares		$ 7.65
Proceeds from sale of stock \| $		$ 21.2
Commissions, fees and expenses \| $		$ 1.7
ATMs
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold			1,000,000.0
Proceeds from sale of stock \| $			$ 4.8
Commissions, fees and expenses \| $			$ 0.1
Number of shares outstanding, remaining capacity			3,300,000

Stock-based Compensation - Schedule of Compensation Expense for Options Granted (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 833	$ 222
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	590	103
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 243	$ 119

Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) segment $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $	$ 9.3
Number of equity compensation plans \| segment	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	$ 1.73	$ 0.42
Options, vested in period, fair value \| $	$ 0.3	$ 0.1
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	400,000
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)	1,300,000
Options outstanding, beginning balance (in shares)	9,235,545		4,224,433
Share-based payment arrangement, option \| 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, beginning balance (in shares)	400,000
Share-based payment arrangement, option \| 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, beginning balance (in shares)	8,800,000
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 7 months 6 days

Stock-based Compensation - Schedule Options to Purchase Common Stock (Details) - 2019 Plan - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Number of Shares
Number of shares, options outstanding, beginning balance (in shares)	4,224,433
Granted (in shares)	5,192,550
Exercised (in shares)	(157,468)
Forfeited (in shares)	(23,970)
Number of shares, options outstanding, ending balance (in shares)	9,235,545	4,224,433
Options exercisable (in shares)	860,287
Weighted Average Exercise Price
Beginning balance, weighted average exercise price (in USD per share)	$ 0.84
Weighted average exercise price, granted (in USD per share)	2.10
Weighted average exercise price, exercised (in USD per share)	1.11
Weighted average exercise price, cancelled (in USD per share)	13.52
Ending balance, weighted average exercise price (in USD per share)	1.51	$ 0.84
Weighted average exercise price, options exercisable (in USD per share)	$ 1.88
Additional Disclosures
Beginning balance, weighted average remaining contractual life	9 years 3 months 18 days	8 years 10 months 24 days
Weighted average remaining contractual life, options exercisable	7 years 8 months 12 days
Aggregate intrinsic value, beginning balance	$ 5,496
Aggregate intrinsic value, exercised	980
Aggregate intrinsic value, ending balance	49,598	$ 5,496
Aggregate intrinsic value, options exercisable	$ 4,477

Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share
Net loss - basic and diluted	$ (7,077)	$ (3,944)
Shares used in calculating net loss per common share - basic and diluted (in shares)	186,298,122	52,627,228
Net loss per common share - basic and diluted (in USD per share)	$ (0.04)	$ (0.07)
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	10,658,317	12,143,831
Options to purchase common stock
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	9,235,545	2,496,771
RSUs
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	2,190	0
Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	870,017	9,643,945
Warrants \| OpCo Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	900,000	900,000
Warrants \| SPA Warrants
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding		8,800,000
Series A Preferred Stock
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	3,115	3,115
Series B Preferred Stock
Potentially dilutive securities
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding	547,450	0

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 23, 2021	Feb. 07, 2021	Apr. 14, 2021	Apr. 13, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsequent Events
Common stock, shares authorized (in shares)					200,000,000	200,000,000
Registered Direct Offering
Subsequent Events
Number of shares issued and sold		3,000,000.0
Price per share (in USD per share)		$ 7.65
Proceeds from sale of stock		$ 21.2
Commissions, fees and expenses		$ 1.7
Subsequent Event
Subsequent Events
Common stock, shares authorized (in shares)			295,000,000.0	200,000,000.0
Subsequent Event \| Promissory Note
Subsequent Events
Aggregate amount				$ 0.8
Interest rate				5.00%
Subsequent Event \| Registered Direct Offering
Subsequent Events
Number of shares issued and sold	10,000,000.0
Price per share (in USD per share)	$ 10.00
Proceeds from sale of stock	$ 93.4
Commissions, fees and expenses	$ 6.6