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Net Loss per Share of Common Stock - Schedule of Computation Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Common Stock
Earnings Per Share
Net loss attributable to shareholders - basic	$ (15,259)	$ (11,899)	$ (27,157)	$ (54,010)	$ (63,078)
Net loss attributable to shareholders - diluted	$ (15,259)	$ (11,899)	$ (27,157)	$ (54,010)	$ (63,078)
Weighted shares used in calculating net loss per share - basic (in shares)	257,353,857,000	257,232,636,000	257,293,247,000	270,995,121	244,327,057
Weighted shares used in calculating net loss per share - diluted (in shares)	257,353,857,000	257,232,636,000	257,293,247,000	270,995,121	244,327,057
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.06)	$ (0.05)	$ (0.11)	$ (0.20)	$ (0.26)
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.06)	$ (0.05)	$ (0.11)	$ (0.20)	$ (0.26)
Series B Convertible Preferred Stock
Earnings Per Share
Net loss attributable to shareholders - basic	$ (21)	$ (25)	$ (47)	$ (44)	$ 0
Net loss attributable to shareholders - diluted	$ (21)	$ (25)	$ (47)	$ (44)	$ 0
Weighted shares used in calculating net loss per share - basic (in shares)	54,745,000	54,745,000	54,745,000	54,745	0
Weighted shares used in calculating net loss per share - diluted (in shares)	54,745,000	54,745,000	54,745,000	54,745	0
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.38)	$ (0.46)	$ (0.86)	$ (0.80)	$ 0
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.38)	$ (0.46)	$ (0.86)	$ (0.80)	$ 0

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Operating Leases - Narrative (Details)	Dec. 31, 2024 lease
Corporate headquarters
Leases
Leases, term of contract	7 years
Lease extension term	10 years
GMP facility
Leases
Leases, term of contract	7 years
Lease extension term	5 years
General Use Facilities
Leases
Number of leases	2
General Use Facilities \| Minimum
Leases
Leases, term of contract	2 years
General Use Facilities \| Maximum
Leases
Leases, term of contract	3 years

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.9	$ 0.7

Property and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

During the year ended December 31, 2024, leasehold improvements associated with the Company's GMP facility, which had been previously classified as construction in progress, were placed into service. The following table provides a summary of the major components of property and equipment as reflected on the consolidated balance sheets (in thousands):


	As of December 31,
	2024		2023
Furniture and fixtures	$	433	$	337
Machinery and equipment	3,192		1,557
Leasehold improvements	16,089		2,086
Construction in progress	—		14,540
Total property and equipment	19,714		18,520
Less: accumulated depreciation	(3,160)		(1,230)
Total property and equipment, net	$	16,554	$	17,290

Depreciation expense was $1.9 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 58,514	$ 39,462
Prepaid expenses and other current assets	3,168	3,509
Total current assets	61,682	42,971
Property and equipment, net	16,554	17,290
Restricted cash	307	0
Other assets	3,899	4,286
Total assets	82,442	64,547
Current liabilities
Accounts payable	4,243	3,172
Accrued expenses and other current liabilities	15,500	13,343
Operating lease obligations	519	574
Current portion of long term debt	1,326	0
Total current liabilities	21,588	17,089
Non-current liabilities
Operating lease obligations, less current portion	3,313	3,567
Long term debt, net	27,345	2,800
Other non-current liabilities	564	527
Total non-current liabilities	31,222	6,894
Total liabilities	52,810	23,983
Commitments and contingencies (Note 14)
Stockholders' equity
Series B Convertible Preferred Stock; zero shares issued and outstanding at December 31, 2024 and 54,745 issued and outstanding at December 31, 2023	0	1
Common stock; $0.01 par value; 390,000,000 shares authorized; 291,489,058 and 256,688,304 shares issued, and 291,367,558 and 256,566,804 shares outstanding at December 31, 2024 and 2023, respectively	2,915	2,567
Treasury stock, at cost, 121,500 shares at December 31, 2024 and 2023	(48)	(48)
Additional paid-in capital	366,938	324,191
Accumulated other comprehensive income	48	20
Accumulated deficit	(340,221)	(286,167)
Total stockholders' equity	29,632	40,564
Total liabilities and stockholders' equity	$ 82,442	$ 64,547

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (54,054)	$ (63,078)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,968	704
Amortization (accretion) on marketable securities	0	(182)
Non-cash interest expense	116	116
Non-cash lease expense	856	538
Non-cash income from collaborative arrangements, net	(2,157)	(696)
Stock-based compensation expense	7,427	9,217
Impairment of advance for COVAXIN supply	0	4,074
Loss on disposal of fixed assets related to COVAXIN	0	363
Other	37	46
Changes in assets and liabilities:
Prepaid expenses and other current assets	361	(296)
Accounts payable and accrued expenses	4,137	(12,343)
Lease obligations	(833)	(517)
Net cash used in operating activities	(42,142)	(62,054)
Cash flows from investing activities
Purchases of marketable securities	0	(3,947)
Proceeds from the maturities of marketable securities	0	17,500
Purchases of property and equipment	(3,385)	(10,476)
Repayment of note receivable	0	0
Net cash (used in) provided by investing activities	(3,385)	3,077
Cash flows from financing activities
Proceeds (payments) from issuance of common stock, net	38,556	20,804
Payment of equity issuance costs	(2,889)	(355)
Proceeds from issuance of debt	30,000	500
Payments of debt issuance costs	(809)	(68)
Net cash provided by financing activities	64,858	20,881
Effect of changes in exchange rate on cash and restricted cash	28	(5)
Net (decrease) in cash and restricted cash	19,359	(38,101)
Cash and restricted cash at beginning of period	39,462	77,563
Cash and restricted cash at end of period	58,821	39,462
Supplemental disclosure of non-cash investing and financing transactions:
Purchase of property and equipment	0	2,189
Right-of-use assets related to operating leases	103	572
Series B Convertible Preferred Stock reacquisition	(1)	0
Issuance of common stock for Avenue Capital agreement	$ 1,000	$ 0

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

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


	Year ended December 31,
	2024		2023
Operating lease cost	$	893	$	784
Variable lease cost	355		342
Total lease cost	$	1,248	$	1,126

Supplemental information related to leases was as follows:


	Year ended December 31,
	2024		2023
Weighted-average remaining lease terms (years)	5.9		7.0
Weighted-average discount rate	9.4	%	9.3	%

Schedule of Supplemental Balance Sheet Information Related to Leases

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


	As of December 31,
	2024		2023
Right-of-use assets, net	$	3,613	$	3,944

Current lease obligations	$	519	$	574
Non-current lease obligations	3,313		3,567
Total lease liabilities	$	3,832	$	4,141

Schedule of Future Minimum Base Rent Payments

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


For the years ending December 31,	Amount
2025	$	877
2026	894
2027	867
2028	884
2029	705
Thereafter	978
Total	$	5,206
Less: present value adjustment	(1,374)
Present value of minimum lease payments	$	3,832

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year ended December 31,
	2024		2023
Loss before income taxes	$	(54,054)	$	(63,078)
Provision (benefit) for income taxes	—		—

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


	Year ended December 31,
	2024		2023
Expected provision at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	5.9	%	6.4	%
Tax credits	3.7	%	3.5	%
Change in state tax rate	(2.4)	%	(2.8)	%
Expired Capita Loss	(13.2)	%	—	%
Other, net	(2.0)	%	(1.6)	%
Change in valuation allowance	(13.0)	%	(26.5)	%
Effective tax rate	—	%	—	%

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


	As of December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	67,818	$	58,324
Capital loss carryforwards	—		7,298
Start-up costs	9,699		9,699
Accruals and reserves	672		276
Intellectual property	4,074		4,565
Stock-based compensation	3,063		2,873
Capitalization of research and development expense	20,800		18,702
Deferred revenue	1,784		1,293
Tax credits	11,641		9,324
Lease liabilities	966		977
Total deferred tax assets	120,517		113,331
Valuation allowance	(119,616)		(112,413)
Deferred tax assets, net of valuation allowance	$	901	$	918

Deferred tax liabilities:
Lease right-of-use assets	(901)		(918)
Net deferred tax assets	$	—	$	—

The Company's valuation allowance increased during 2024 by approximately $7.2 million primarily due to Section 174 expenditure capitalization. The Company has evaluated both positive and negative evidence when assessing the realizability of its deferred tax assets. Management has considered the Company's history of cumulative net losses, estimated future taxable income as well as tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company had United States federal net operating loss ("NOL") carryforwards of $263.9 million and $226.2 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cut and Jobs Act generally allows federal losses generated after 2017 to be carried forward indefinitely, but also limits the NOL deduction to the lesser of the NOL carryover or 80% of a corporation's taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended ("IRC")). Additionally, there is no carryback for losses generated after 2017. Losses generated prior to 2018 are deductible using the lesser of a corporation's NOL carryover or 100% of a corporation's taxable income and have a 20 year carryforward period. The Company has federal NOLs generated after 2017 of $211.2 million, which do not expire. The federal NOLs generated prior to 2018 of $52.7 million will expire at various dates through 2037. In addition, the Company had all capital loss carryforwards expire in 2024.

As of December 31, 2024 and 2023, the Company had United States state NOL carryforwards of $262.2 million and $224.5 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2043. As of December 31, 2024 and 2023, the Company had federal tax credit carryforwards of approximately $11.5 million and $9.2 million, respectively, which are available to offset future federal tax liabilities which expire at various dates through 2043. As of December 31, 2024 and 2023, the Company had state tax credit carryforwards of approximately $0.2 million and $0.1 million, respectively, which are available to reduce future tax liabilities and expire at various dates through 2034.

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

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

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

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


	Year ended December 31,
	2024		2023
Gross unrecognized tax benefits at beginning of year	$	303	$	303
Additions for tax positions taken in a prior year	—		—
Additions for tax positions taken in the current year	—		—
Reductions for tax positions taken in the prior year due to settlement	—		—
Reductions for tax positions taken in the prior year due to statutes lapsing	—		—
Gross unrecognized tax benefits at end of year	$	303	$	303

The uncertain tax positions giving rise to the unrecognized tax benefits of $0.3 million at December 31, 2024 and 2023 relate to the timing of certain income and deductions for federal income tax purposes taken by Histogenics prior to the Company's reverse merger with Histogenics. The reversal of unrecognized tax benefits would not have any impact on the effective tax rate in the future and is not expected to create cash liability.

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

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Publisher FASB
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+ Details

Warrants (Details) - $ / shares shares in Millions	Dec. 31, 2024	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Number of warrants vested and outstanding (in shares)	0.6	0.6
Weighted average exercise price of outstanding warrants (in USD per share)	$ 6.23

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Major Components of Property and Equipment

Expected useful lives by major asset category are as follows:


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

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


	As of December 31,
	2024		2023
Furniture and fixtures	$	433	$	337
Machinery and equipment	3,192		1,557
Leasehold improvements	16,089		2,086
Construction in progress	—		14,540
Total property and equipment	19,714		18,520
Less: accumulated depreciation	(3,160)		(1,230)
Total property and equipment, net	$	16,554	$	17,290

Operating Leases - Schedule of Components Of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease cost	$ 893	$ 784
Variable lease cost	355	342
Total lease cost	$ 1,248	$ 1,126

Commitments and Contingencies (Details) - lawsuit	1 Months Ended		3 Months Ended
Commitments and Contingencies (Details) - lawsuit	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2024
Securities Class Action Lawsuit
Loss Contingencies [Line Items]
Number of lawsuits	2		4
Stockholder Derivative Lawsuit
Loss Contingencies [Line Items]
Number of lawsuits		2

- Definition

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

+ References + Details

Stock-Based Compensation - Schedule of RSU and PSU Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Aggregate Intrinsic Value (In Thousands)
Vested \| $	$ 768
RSUs
Number of Shares
Beginning balance unvested (in shares) \| shares	2,982,661
Granted (in shares) \| shares	39,738
Vested (in shares) \| shares	(1,063,537)
Forfeited (in shares) \| shares	(56,405)
Ending balance unvested (in shares) \| shares	1,902,457
Weighted Average Grant-Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 1.63
Granted (in USD per share) \| $ / shares	0.51
Vested (in USD per share) \| $ / shares	1.85
Forfeited (in USD per share) \| $ / shares	1.64
Ending balance (in USD per share) \| $ / shares	$ 1.49
Aggregate Intrinsic Value (In Thousands)
Beginning balance \| $	$ 1,715
Granted \| $	22
Forfeited \| $	59
Ending balance \| $	$ 1,531
PSUs
Number of Shares
Beginning balance unvested (in shares) \| shares	0
Granted (in shares) \| shares	872,352
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance unvested (in shares) \| shares	872,352
Weighted Average Grant-Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 0
Granted (in USD per share) \| $ / shares	1.71
Vested (in USD per share) \| $ / shares	0
Forfeited (in USD per share) \| $ / shares	0
Ending balance (in USD per share) \| $ / shares	$ 1.71

Debt - Schedule of Debt Maturities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 1,000
2026	1,250
2027	16,000
2028	13,750
2029 and thereafter	500
Principal outstanding	$ 32,500

Stock-Based Compensation - Schedule of Weighted Average Assumptions Utilized in Fair Value (Details) - Stock options	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected option term (years)	5 years 10 months 24 days	5 years 10 months 24 days
Range of expected stock price volatility, minimum	104.00%	103.00%
Range of expected stock price volatility, maximum	112.00%	109.00%
Weighted average expected stock price volatility	108.00%	106.00%
Range of risk-free interest rate, minimum	3.40%	3.50%
Range of risk-free interest rate, maximum	4.60%	4.40%
Expected dividend rate	0.00%	0.00%

- Definition

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

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+ Details

License and Development Agreements	12 Months Ended
License and Development Agreements	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
License and Development Agreements	License and Development Agreements Co-Development and Commercialization Agreement with CanSino Biologics, Inc. The Company entered into a co-development and commercialization agreement with our collaboration partner CanSino Biologics, Inc. ("CanSinoBIO") with respect to the development and commercialization of the Company's modifier gene therapy product candidates, OCU400, OCU410, and OCU410ST. The co-development and commercialization agreement was originally entered into in September 2019 ("the Original CanSinoBIO Agreement") with regards to OCU400 and was subsequently amended in September 2021 and November 2022 ("the Amendments"), to include OCU410 and OCU410ST, respectively. The Company concluded that the Original CanSinoBIO Agreement and the Amendments are separate agreements (collectively referred to as the "CanSinoBio Agreements"). Pursuant to the CanSinoBIO Agreements, the Company and CanSinoBIO are collaborating on the development of the Company's modifier gene therapy platform. CanSinoBIO is responsible for the chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products and is responsible for the costs associated with such activities. CanSinoBIO has an exclusive license to develop, manufacture, and commercialize the Company's modifier gene therapy platform in and for the CanSinoBIO Territory, and the Company maintains exclusive development, manufacturing, and commercialization rights with respect to the Company's modifier gene therapy platform outside the Company Territory. Should any of the product candidates be commercialized in the CanSinoBIO Territory, CanSinoBIO will pay to the Company an annual royalty between mid- and high-single digits based on Net Sales (as defined in the CanSinoBIO Agreements) of the products included in the Company's modifier gene therapy platform in the CanSinoBIO Territory. The Company will pay to CanSinoBIO an annual royalty between low- and mid-single digits based on Net Sales of the products included in the Company's modifier gene therapy platform in the Company Territory. Accounting analysis and revenue recognition The Company determined the collaboration arrangements with CanSinoBIO, are within the scope of ASC 808 and has analogized to ASC 606 to account for CanSinoBIO's access to its IP as well as data generated in connection with the co-development activities to be undertaken by Ocugen. These elements of the arrangements are not distinct and are accounted for as a single performance obligation. The non-cash consideration to be received related to the Company's satisfaction of the performance obligation includes but is not limited to services related to chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products through completion of pre-clinical, clinical, regulatory, and other commercialization readiness services. The estimated market value of the co-development services to be performed by CanSinoBIO, represents variable consideration that is included in the transaction price. The Company recognizes collaborative arrangement revenue over time using an input method using ratio of costs incurred to date compared to total estimated costs required to satisfy the performance obligation under the CanSinoBIO Agreements. The Company constrained the transaction price related to certain future co-development services and future royalties, as it assessed that it is probable that the inclusion of such variable consideration could result in a significant reversal of cumulative revenue in future periods. The variable consideration, which is based on continued successful development of our programs, is reevaluated at each reporting period and as changes in circumstances occur. The services provided by CanSinoBIO are recorded as research and development expense as incurred and the difference between the revenue and expense recognized is recorded on the Company's balance sheet as a contract liability within Accrued expenses and other current liabilities. The related revenue recognized was recorded in the consolidated statements of operations and comprehensive loss as collaborative arrangement revenue and was approximately $4.1 million and $6.0 million for the year ended December 31, 2024 and the year ended December 31, 2023, respectively. The related expense incurred for services provided by CanSinoBIO was recorded in the consolidated statements of operations and comprehensive loss as research and development expense and was approximately $1.9 million and $5.3 million for the year ended December 31, 2024 and the year ended December 31, 2023, respectively. The contract liability was $8.4 million and $10.5 million as of December 31, 2024 and December 31, 2023, respectively. Revenue recognized for the year ended December 31, 2024, that was included in the contract liabilities balances as of January 1, 2024 was approximately $4.1 million. Revenue recognized for the year ended December 31, 2023, that was included in the contract liabilities balances as of January 1, 2023, was approximately $6.0 million. NIAID Project NextGen Clinical trial support In October 2023, OCU500 was selected by the National Institute of Allergy and Infectious Diseases ("NIAID") Project NextGen for inclusion in clinical trials. Project NextGen is a $5 billion multi-government agency initiative to develop the next generation of vaccines and therapeutics to combat the spread of COVID-19. NIAID, with funding from Project NextGen, will cover the full cost of the clinical trials, including operations and related analysis. Ocugen will be responsible for providing clinical trial materials and upon completion will have full right of reference to the findings, which Ocugen believes will provide clinical evidence to support the further development of the Company’s lead mucosal vaccine candidate. NIAID intends to initiate a Phase 1 clinical trial in the second quarter of 2025. Exclusive License Agreement with Washington University In September 2022, the Company entered into the WU License Agreement with Washington University, pursuant to which the Company was granted an exclusive, sublicensable, royalty-bearing license to patent rights for a mucosal COVID-19 vaccine, as well as a license to certain tangible research property and technical information necessary to exploit the patent rights within the United States, Europe, and Japan. The Company paid Washington University an initial license issuance fee of $1.0 million, which was recognized as research and development expense in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2022. In January 2023, the Company amended the WU License Agreement to add the countries of South Korea, Australia, and China to the Mucosal Vaccine Territory, and in November 2023, the Company further amended the WU License Agreement to add Hong Kong to the Mucosal Vaccine Territory. The Company is required to pay Washington University an annual license maintenance fee, payments upon the achievement of certain development and commercial milestones in the aggregate amount of up to $37.0 million, and low single-digit percentage royalties on Net Sales of licensed products (as defined in the WU License Agreement). Pursuant to the WU License Agreement, the Company may make, have made, sell, offer for sale, use, market, promote, distribute, export, and import licensed products in the Mucosal Vaccine Territory. The Company will use commercially reasonable efforts to develop, manufacture, promote, and sell the licensed products in the Mucosal Vaccine Territory. Washington University maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for Washington University's out-of-pocket expenses related to the preparation, filing, prosecution, issuance, and maintenance of the licensed patent rights incurred pursuant to the WU License Agreement. The WU License Agreement will expire on a country-by-country basis and a licensed product-by-licensed product basis and end, separately in each such country and for each such licensed product, upon the latter of (a) the expiration date of the last valid claim, (b) the fifteenth (15th) anniversary of the date of the first commercial sale of a licensed product, or (c) the expiration of the last form of market exclusivity (as defined in the WU License Agreement), subject to the earlier termination of the WU License Agreement in accordance with its terms. In addition, the Company may terminate the WU License Agreement without cause by giving at least 90 days written notice. The WU License Agreement contains customary termination provisions in the event of an uncured material breach or upon certain corporate actions, including bankruptcy, receivership, or liquidation. Exclusive License Agreement with The Schepens Eye Research Institute, Inc. In December 2017, the Company entered into an exclusive license agreement with The Schepens Eye Research Institute, Inc. ("SERI"), which was amended in January 2021 (as so amended, the "SERI Agreement"). The SERI Agreement gives the Company an exclusive, worldwide, sublicensable license to patent rights, biological materials, and technical information for NHR genes Nuclear Receptor Subfamily 1 Group D Member 1 ("NR1D1"), NR2E3 (OCU400), RORA (OCU410 and OCU410ST), Nuclear Protein 1, Transcriptional Regulator ("NUPR1"), and Nuclear Receptor Subfamily 2 Group C Member 1 ("NR2C1"). The January 2021 amendment to the SERI Agreement additionally granted the Company rights in co-owned intellectual property pursuant to certain patents and provisional patents at the time of the amendment. Under the SERI Agreement, the Company may make, have made, use, offer to sell, sell, and import licensed products, and must use commercially reasonable efforts to bring one or more licensed products to market as soon as reasonably practicable. SERI maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for SERI's out-of-pocket expenses related to the filing, prosecution, and maintenance of the licensed patent rights. In the event that SERI decides to discontinue the prosecution or maintenance of the licensed patent rights, the Company has the right, but not the obligation, to file for, or continue to prosecute, maintain, or enforce such licensed patent rights. The Company has assumed prosecution of certain licensed patent rights under the SERI Agreement. The Company has paid $75 thousand related to annual maintenance and $750 thousand in milestone payments for the year ended December 31, 2024. Exclusive License Agreement with the University of Colorado In March 2014, the Company entered into an exclusive license agreement with the University of Colorado ("CU"), which was amended in January 2017 and clarified by a letter of understanding in November 2017 (as so amended and clarified, the "CU Agreement"). The CU Agreement gives the Company an exclusive, worldwide, sublicensable license to patents for OCU200 to make, have made, use, import, offer to sell, sell, have sold, and practice the licensed products in all therapeutic applications. Under the CU Agreement, the Company must use commercially reasonable efforts to develop, manufacture, sublicense, market, and sell the licensed products, and has assumed primary responsibility for preparing, filing, and prosecuting broad patent claims for OCU200 for CU's benefit. Further, the Company assumed primary responsibility for all patent activities, including all costs associated with the perfection and maintenance of the patents for OCU200. The Company has paid $20 thousand related to annual maintenance for the year ended December 31, 2024. License Agreement with Purpose Co. Ltd. In December 2005, Histogenics Corporation ("Histogenics") entered into an exclusive agreement (the "Purpose Agreement") to sublicense certain technology from Purpose Co. Ltd. ("Purpose"), which the Company assumed as a result of its reverse merger with Histogenics. Purpose entered into the original license agreement ("BWH-Purpose Agreement") with Brigham and Women's Hospital, Inc. ("BWH") in August 2001. The BWH-Purpose Agreement granted Purpose an exclusive, royalty-bearing, worldwide, sublicensable license, under its rights in licensed patents and patent applications co-owned by BWH and Purpose to make, use, and sell (1) an apparatus for cultivating a cell or tissue, (2) cell or tissue products made using such apparatus, (3) cell or tissue products made using processes for cultivating a cell or tissue as disclosed in the licensed patents and patent applications, and (4) any apparatus that cultivates cells or tissues using such processes, in each case, whose manufacture, use, or sale is covered by a valid claim of the licensed patents and patent applications, only for therapeutic use. The Purpose Agreement was amended and restated in June 2012, pursuant to which Purpose granted Histogenics outside of Japan: (i) exclusive rights to all of Purpose's technology (owned or licensed) related to the exogenous tissue processors, which is used in the development of NeoCart, (ii) continued supply of exogenous tissue processors, and (iii) rights to manufacture the exogenous tissue processors at any location the Company chooses. In exchange for such consideration, Purpose was granted an exclusive license in Japan for the use of all of the Company's NeoCart technology and was reimbursed for development costs on a multi-unit exogenous tissue processor. In May 2016, the Purpose Agreement was amended, whereby Histogenics reacquired the development and commercialization rights to NeoCart in Japan. The Purpose Agreement, as amended, provides the Company with the ability, worldwide, to (i) use, make, have made, sell, offer for sale, import or otherwise exploit products or services covered by claims of Purpose's patents and (ii) use, reproduce, modify, create derivative works of and otherwise exploit Purpose's technology for the design, development, manufacture, testing, support, and commercialization of any product or service that incorporates or builds upon Purpose's technology, in each case, only in connection with articular cartilage, ligaments, tendons, and meniscus. Purpose retains the right to sell its single unit exogenous tissue processer machines to research institutes for general but noncommercial use anywhere in the world.

Income Taxes - Schedule of Company's losses before income taxes and provision (benefit) for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (54,054)	$ (63,078)
Provision (benefit) for income taxes	$ 0	$ 0

- Definition

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

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- Definition

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

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss per Share of Common Stock

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss per Share of Common Stock

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2024 and 2023 (in thousands, except share and per share amounts): For purposes of earnings per share, the Series B Convertible Preferred shares have the same characteristics as common stock and have no liquidation or other material preferential rights over common stock and accordingly, have been considered as a second class of common stock in the computation of net loss per share regardless of their legal form. Losses are allocated between the common shares and the Series B Convertible Preferred Stock on a pro rata basis as they share equally in losses and residual net assets on an as-converted basis.


	Year ended December 31,
	2024		2023
Net loss attributable to common shareholders— basic and diluted	(54,010)		(63,078)
Weighted shares used in calculating net loss per common share — basic and diluted	270,995,121		244,327,057
Net loss per share attributable to common shareholders — basic and diluted	$	(0.20)	$	(0.26)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	(44)		—
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	54,745		—
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	$	(0.80)	$	—

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


	Year ended December 31,
	2024	2023
Stock options to purchase common stock	16,197,148	13,161,228
RSUs	1,902,457	2,982,661
PSUs	872,352	—
Warrants	628,725	628,834
Series B Convertible Preferred Stock (as converted to common stock)	—	547,450
Total	19,600,682	17,320,173

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred Stock	Preferred Stock Series B Convertible Preferred Stock	Common Stock	Treasury Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022			54,745
Common stock, beginning balance (in shares) at Dec. 31, 2022				221,721,182
Beginning balance at Dec. 31, 2022	$ 73,981		$ 1	$ 2,217	$ (48)	$ 294,874	$ 26	$ (223,089)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	9,217					9,217
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)				488,166
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	124			$ 5		119
Issuance of Common Stock for capital raises, net (in shares)				34,478,956
Issuance of Common Stock for capital raises, net	20,326			$ 345		19,981
Other comprehensive income (loss)	(6)						(6)
Net loss	$ (63,078)							(63,078)
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2023	54,745		54,745
Common stock, ending balance (in shares) at Dec. 31, 2023	256,566,804			256,688,304
Ending balance at Dec. 31, 2023	$ 40,564		$ 1	$ 2,567	(48)	324,191	20	(286,167)
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	7,427					7,427
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares)				1,027,025
Issuance of common stock for stock option exercises and restricted stock unit vesting, net	(70)			$ 10		(80)
Issuance of Common Stock for capital raises, net (in shares)				33,773,729
Issuance of Common Stock for capital raises, net	35,737			$ 338		35,399
Series B Convertible Preferred Stock reacquisition (in shares)		(54,745)
Series B Convertible Preferred Stock reacquisition	0	$ (1)				1
Other comprehensive income (loss)	28						28
Net loss	$ (54,054)							(54,054)
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2024	0		0
Common stock, ending balance (in shares) at Dec. 31, 2024	291,367,558			291,489,058
Ending balance at Dec. 31, 2024	$ 29,632		$ 0	$ 2,915	$ (48)	$ 366,938	$ 48	$ (340,221)

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (15,280)	$ (11,924)	$ (27,204)	$ (54,054)	$ (63,078)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Total revenue	$ 4,055	$ 6,036
Operating expenses
Research and development	32,126	39,573
General and administrative	26,686	31,994
Total operating expenses	58,812	71,567
Loss from operations	(54,757)	(65,531)
Other income (expense), net	703	2,453
Net loss	(54,054)	(63,078)
Other comprehensive income (loss)
Foreign currency translation adjustment	28	(5)
Unrealized gain (loss) on marketable securities	0	(1)
Comprehensive loss	(54,026)	(63,084)
Common Stock
Other comprehensive income (loss)
Net loss attributable to shareholders - basic	(54,010)	(63,078)
Net loss attributable to shareholders - diluted	$ (54,010)	$ (63,078)
Weighted shares used in calculating net loss per share - basic (in shares)	270,995,121	244,327,057
Weighted shares used in calculating net loss per share - diluted (in shares)	270,995,121	244,327,057
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.20)	$ (0.26)
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.20)	$ (0.26)
Series B Convertible Preferred Stock
Other comprehensive income (loss)
Net loss attributable to shareholders - basic	$ (44)	$ 0
Net loss attributable to shareholders - diluted	$ (44)	$ 0
Weighted shares used in calculating net loss per share - basic (in shares)	54,745	0
Weighted shares used in calculating net loss per share - diluted (in shares)	54,745	0
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.80)	$ 0
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.80)	$ 0
Collaborative arrangement revenue
Total revenue	$ 4,055	$ 6,036
Operating expenses
Research and development	$ 1,900	$ 5,300

Equity	12 Months Ended
Equity	Dec. 31, 2024
Equity [Abstract]
Equity	Equity Offerings of Common Stock Public Offering In July 2024, the Company entered into an underwriting agreement with an underwriter, pursuant to which the Company agreed to issue and sell to the underwriter in a public offering (the "July 2024 Public Offering") 30.4 million shares of its common stock, par value $0.01 per share, at a public offering price of $1.15 per share (the "Offering Price"). Pursuant to the terms of the underwriting agreement, the Company granted to the underwriter a 30-day option to purchase up to an additional 4,565,217 shares of common stock at the offering price (the "Option Shares") at the public offering price, less underwriting discounts and commissions. The offering closed in August 2024. The net proceeds to the Company from the offering, excluding any exercise by the underwriter of its 30-day option to purchase any of the option shares, were $32.3 million after deducting the underwriting discounts and commissions and offering expenses paid to the Company. The July 2024 Public Offering was made pursuant to the Company's Registration Statement on Form S-3 and a prospectus supplement, which was previously filed with the SEC and became effective on May 1, 2024. In August 2024, the underwriter exercised their option to purchase 2,282,608 Option Shares at the Offering Price. The net proceeds to the Company from the exercise of the underwriter's option were $2.4 million after deducting the underwriting discounts and commissions and offering expenses paid to the Company. Increase in Capital Stock In July 2024, the Company's certificate of incorporation was amended to increase the total number of shares of all classes of stock the Company has authority to issue to four hundred million shares. This consists of three hundred ninety million shares of Common Stock, par value $0.01 per share (the "Common Stock"), and ten million shares of Preferred Stock, par value $0.01 per share ("the Preferred Stock"). COVAXIN Preferred Stock Purchase Agreement On March 1, 2021, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with Bharat Biotech International Limited ("Bharat Biotech"), pursuant to which the Company agreed to issue and sell 0.1 million shares of the Company's Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Convertible Preferred Stock"), at a price per share equal to $109.60, to Bharat Biotech. On March 18, 2021, the Company issued the Series B Convertible Preferred Stock as an advance payment of $6.0 million for the supply of COVAXIN, a monovalent vaccine, to be provided by Bharat Biotech pursuant to a Development and Commercial Supply Agreement (the "Supply Agreement"). Each share of Series B Convertible Preferred Stock was convertible, at the option of Bharat Biotech, into 10 shares of the Company's common stock (the "Conversion Ratio") only after (i) the Company received stockholder approval to increase the number of authorized shares of common stock under its Sixth Amended and Restated Certificate of Incorporation, which the Company received in April 2021, and (ii) the Company's receipt of shipments by Bharat Biotech of the first 10.0 million doses of COVAXIN manufactured by Bharat Biotech pursuant to the Supply Agreement, and further on the terms and subject to the conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. The conversion rate of the Series B Convertible Preferred Stock was subject to adjustment in the event of a stock dividend, stock split, reclassification, or similar event with respect to the Company's common stock. In May 2024, Bharat Biotech and the Company entered into a Stock Forfeiture Agreement whereby the outstanding shares of Series B Convertible Preferred Stock were redeemed. The Company accounted for the issuance of the Series B Convertible Preferred Stock in accordance with ASC 718 and recorded its grant date fair value of $5.0 million within stockholders' equity during the year ended December 31, 2021, with a corresponding short-term asset for the advanced payment for the supply of COVAXIN included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2021. The Company utilized the traded common stock price, adjusted by the Conversion Ratio, to value the Series B Convertible Preferred Stock and the Finnerty model to estimate a 15% discount rate for the lack of marketability of the instrument. The valuation incorporated Level 3 inputs in the fair value hierarchy, including the estimated time until the instrument's liquidity and estimated volatility of the Company's common stock as of the grant date. As of December 31, 2022, the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN was $4.1 million. In April 2023, the FDA announced the cancellation of all emergency use authorizations ("EUA") issued with respect to monovalent COVID-19 vaccine formulations. Consequently, the Company determined it was no longer commercially viable to further the development of COVAXIN in its North American territories. During the year ended December 31, 2023, the Company wrote off the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN of $4.1 million to research and development expense in the consolidated statements of operations and comprehensive loss. As referenced above, in May 2024, the outstanding shares of Series B Convertible Preferred Stock were reacquired.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
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-Paragraph 1
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 7,427	$ 9,217
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,269	6,876
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,158	$ 2,341

- Definition

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

+ References

+ Details

Income Taxes - Schedule of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Expected provision at statutory rate	21.00%	21.00%
State income tax, net of federal benefit	5.90%	6.40%
Tax credits	3.70%	3.50%
Change in state tax rate	(2.40%)	(2.80%)
Expired Capita Loss	(13.20%)	0.00%
Other, net	(2.00%)	(1.60%)
Change in valuation allowance	(13.00%)	(26.50%)
Effective tax rate	0.00%	0.00%

License and Development Agreements (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Oct. 31, 2023	Jan. 31, 2023	Sep. 30, 2022	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue				$ 4,055	$ 6,036
Expense incurred				32,126	39,573
NIAID Project NextGen clinical trial initiative	$ 5,000,000
Initial license issuance fee			$ 1,000
Payment annual development and commercial milestones		$ 37,000
Cancellation period, notice		90 days
Collaborative Arrangements
Disaggregation of Revenue [Line Items]
Total revenue				4,055	6,036
Expense incurred				1,900	5,300
Contract liability				8,368	$ 10,525
Exclusive License Agreement with SERI
Disaggregation of Revenue [Line Items]
Annual maintenance payments				75
Milestone payments				750
Exclusive License Agreement with the CU
Disaggregation of Revenue [Line Items]
Annual maintenance payments				$ 20

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance increase (decrease)	$ 7,200
Operating loss carryforwards, not subject to expiration	211,200
Operating loss carryforwards, subject to expiration	52,700
Unrecognized tax benefits	303	$ 303	$ 303
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	263,900	226,200
Tax credit carryforward, amount	11,500	9,200
State and local
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	262,200	224,500
Tax credit carryforward, amount	$ 200	$ 100

Property and Equipment - Schedule of Major Components of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 19,714	$ 18,520
Less: accumulated depreciation	(3,160)	(1,230)
Total property and equipment, net	16,554	17,290
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	433	337
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	3,192	1,557
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	16,089	2,086
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 0	$ 14,540

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Feb. 26, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-36751
Entity Registrant Name	OCUGEN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3522315
Entity Address, Address Line One	11 Great Valley Parkway
Entity Address, City or Town	Malvern,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	484
Local Phone Number	328-4701
Title of 12(b) Security	Common Stock
Trading Symbol	OCGN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction Flag	false
Entity Shell Company	false
Entity Public Float			$ 392.9
Entity Common Stock, Shares Outstanding		292,014,470
Documents Incorporated by Reference	Part III of this Annual Report on Form 10-K ("Annual Report") incorporates certain information by reference from the registrant's proxy statement for the 2025 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant's fiscal year ended December 31, 2024.
Entity Central Index Key	0001372299
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Revision to Previously Reported Unaudited Financial Statements

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Revision to Previously Reported Unaudited Financial Statements

As previously disclosed in Company’s Quarterly Report on Forms 10-Q for each of the quarterly and year to date periods ended September 30, 2024, the Company concluded to revise its financial statements to treat the Series B Convertible Preferred Stock as a second class of common stock for purposes of presenting earnings per share. In accordance with the guidance in ASC 260, equity classified shares of stock need to be assessed to determine if they are preferred stock or are in substance common shares and therefore represent a second class of common shares. The rights of the Series B Convertible Preferred Stock were substantially equivalent to common shares and they did not have any material preferential rights compared to common shares. As such, the Company concluded that it should have considered the Series B Convertible Preferred Stock to be a second class of common stock for purposes of presenting earnings per share under the two-class method. Additionally, for the three and six months ended June 30, 2024, the Company previously reduced the net loss attributable to common shareholders by a deemed dividend of $4,988 thousand related to the reacquisition by the Company of the Series B Convertible Preferred Stock. This adjustment should not have been made as the guidance for adjusting the numerator to reflect the implicit gain or loss upon the re-acquisition of shares is only applicable to shares which are substantively considered preferred stock for earnings per share purposes. The impact of these errors is immaterial to the previously filed financial statements. Within our previously filed Quarterly Report on Form 10-Q for the period ended September 30, 2024, the Company revised earnings per share to separately present loss per share for common stock and for the Series B Convertible Preferred Stock and also removed the deemed dividend which previously reduced the net loss attributable to common shareholders for the three and six months ended June 30, 2024. The Company has not revised and will not revise any periods prior to January 1, 2024 because the impact to those periods is immaterial. The 2024 revisions will be reflected in the comparative 2024 periods in future filings where those periods are included with appropriate disclosures.

The impacts of the revision to the previously reported, unaudited condensed consolidated financial statements are summarized within the tables below.


Impact of the revision for the period ended March 31, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended March 31, 2024 (as previously reported)		Adjustment	Three months ended March 31, 2024 (as adjusted)
Net loss	$	(11,924)	—	(11,924)
Net loss attributable to common shareholders— basic and diluted	(11,924)		25	(11,899)
Weighted shares used in calculating net loss per common share — basic and diluted	257,232,636		—	257,232,636
Net loss per share attributable to common shareholders — basic and diluted	(0.05)			(0.05)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(25)	(25)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.46)


Impact of the revision for the periods ended June 30, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended June 30, 2024 (as previously reported)		Adjustment	Three months ended June 30, 2024 (as adjusted)
Net loss	$	(15,280)	—	(15,280)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(10,292)		(4,967)	(15,259)
Weighted shares used in calculating net loss per common share — basic and diluted	257,353,857		—	257,353,857
Net loss per share attributable to common shareholders — basic and diluted	(0.04)			(0.06)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(21)	(21)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.38)


	Six months ended June 30, 2024 (as previously reported)		Adjustment	Six months ended June 30, 2024 (as adjusted)
Net loss	$	(27,204)	—	(27,204)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(22,216)		(4,941)	(27,157)
Weighted shares used in calculating net loss per common share — basic and diluted	257,293,247		—	257,293,247
Net loss per share attributable to common shareholders — basic and diluted	(0.09)			(0.11)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(47)	(47)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.86)

Nature of Business (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended
Nature of Business (Details) $ in Thousands	Nov. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Number of operating segments \| segment					1
Net loss		$ 15,280	$ 11,924	$ 27,204	$ 54,054	$ 63,078
Accumulated deficit					340,221	286,167
Cash					58,514	39,462
Proceeds from issuance of debt					$ 30,000	$ 500
Debt Financing Transaction
Organization, Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of debt	$ 29,200

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended	12 Months Ended
	Apr. 16, 2024 shares	Jan. 02, 2024 shares	Dec. 31, 2023	Dec. 31, 2024 USD ($) equity_compensation_plan $ / shares shares	Dec. 31, 2023 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense \| $				$ 5.4
Unrecognized compensation expense related to options outstanding, weighted average period for expense to be recognized				1 year 7 months 6 days
Number of equity compensation plans \| equity_compensation_plan				2
Weighted average grant date fair value (in USD per share) \| $ / shares				$ 0.80	$ 0.85
Proceeds from stock options exercised \| $				$ 0.2	$ 0.1
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)				872,352
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Automatic increase in shares to be issued				4.00%
Number of shares authorized for grant (in shares)				38,600,000
Number of shares available for grant (in shares)				16,100,000
2019 Plan \| PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (in shares)	256,885	615,467
2019 Plan \| PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of awards granted			0.00%
2019 Plan \| PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of awards granted			200.00%
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grant (in shares)				800,000
Number of shares available for grant (in shares)				500,000

Operating Leases - Schedule of Operating Leases, Supplemental Information Related To Leases (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted-average remaining lease terms (years)	5 years 10 months 24 days	7 years
Weighted-average discount rate	9.40%	9.30%

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash and restricted cash from the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows (in thousands):


	As of December 31,
	2024		2023
Cash	$	58,514	$	39,462
Restricted cash	307		—
Total cash and restricted cash	$	58,821	$	39,462

Schedule of Restricted Cash

The following table provides a reconciliation of cash and restricted cash from the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows (in thousands):


	As of December 31,
	2024		2023
Cash	$	58,514	$	39,462
Restricted cash	307		—
Total cash and restricted cash	$	58,821	$	39,462

Schedule of Expected Useful Lives by Major Asset

Expected useful lives by major asset category are as follows:


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

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


	As of December 31,
	2024		2023
Furniture and fixtures	$	433	$	337
Machinery and equipment	3,192		1,557
Leasehold improvements	16,089		2,086
Construction in progress	—		14,540
Total property and equipment	19,714		18,520
Less: accumulated depreciation	(3,160)		(1,230)
Total property and equipment, net	$	16,554	$	17,290

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

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

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


	Year ended December 31,
	2024		2023
Loss before income taxes	$	(54,054)	$	(63,078)
Provision (benefit) for income taxes	—		—

Schedule of Effective Income Tax Rate

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


	Year ended December 31,
	2024		2023
Expected provision at statutory rate	21.0	%	21.0	%
State income tax, net of federal benefit	5.9	%	6.4	%
Tax credits	3.7	%	3.5	%
Change in state tax rate	(2.4)	%	(2.8)	%
Expired Capita Loss	(13.2)	%	—	%
Other, net	(2.0)	%	(1.6)	%
Change in valuation allowance	(13.0)	%	(26.5)	%
Effective tax rate	—	%	—	%

Schedule of Deferred Tax Assets

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


	As of December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	67,818	$	58,324
Capital loss carryforwards	—		7,298
Start-up costs	9,699		9,699
Accruals and reserves	672		276
Intellectual property	4,074		4,565
Stock-based compensation	3,063		2,873
Capitalization of research and development expense	20,800		18,702
Deferred revenue	1,784		1,293
Tax credits	11,641		9,324
Lease liabilities	966		977
Total deferred tax assets	120,517		113,331
Valuation allowance	(119,616)		(112,413)
Deferred tax assets, net of valuation allowance	$	901	$	918

Deferred tax liabilities:
Lease right-of-use assets	(901)		(918)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

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


	Year ended December 31,
	2024		2023
Gross unrecognized tax benefits at beginning of year	$	303	$	303
Additions for tax positions taken in a prior year	—		—
Additions for tax positions taken in the current year	—		—
Reductions for tax positions taken in the prior year due to settlement	—		—
Reductions for tax positions taken in the prior year due to statutes lapsing	—		—
Gross unrecognized tax benefits at end of year	$	303	$	303

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Ocugen, Inc., together with its wholly owned subsidiaries ("Ocugen" or the "Company"), is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies, biologics and vaccines that improve health and offer hope for patients across the globe. The Company is headquartered in Malvern, Pennsylvania, and manages its business as one operating segment. Refer to Note 15 for additional information. Going Concern The Company has incurred recurring net losses since inception and has funded its operations to date through the sale of common stock, warrants to purchase common stock, the issuance of convertible notes and debt, and grant proceeds. The Company incurred net losses of approximately $54.1 million and $63.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had an accumulated deficit of $340.2 million and cash totaling $58.5 million. This amount will not be sufficient to fund the Company's operations over the next 12 months after the date that the consolidated financial statements are issued. Due to the inherent uncertainty involved in making estimates and the risks associated with the research, development, and commercialization of biotechnology products, the Company may have based this estimate on assumptions that may prove to be different than actuals, and the Company's operating plan may change as a result of many factors currently unknown to the Company. In November 2024, the Company entered into a debt financing transaction with Avenue Capital for net proceeds of $29.2 million, refer to Note 8 for additional information. Despite this additional funding, the Company is subject to risks and uncertainties frequently encountered by companies in its industry, and while the Company intends to continue its research, development, and commercialization efforts for its product candidates, the Company will require significant additional funding. If the Company is unable to obtain additional funding in the future and/or its research, development, and commercialization efforts require higher than anticipated capital, there will be a negative impact on the financial viability of the Company. The Company will continue to explore options to fund its operations through public and private placements of equity and/or debt, payments from potential strategic research and development arrangements, sales of assets, licensing and/or collaboration arrangements with pharmaceutical companies or other institutions, funding from the government, particularly for the development of the Company's novel inhaled mucosal vaccine platform, or funding from other third parties. Such financing and funding may not be available at all, or on terms that are favorable to the Company. While Company management believes that it has a plan to fund operations, its plan may not be successfully implemented. If we cannot obtain the necessary funding, we will need to delay, scale back, or eliminate some or all of our research and development programs and commercialization efforts; consider other various strategic alternatives, including a merger or sale; or cease operations. If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and results of operations could be materially adversely affected. As a result of these factors, together with the anticipated continued spending that will be necessary to continue to research, develop, and commercialize the Company's product candidates, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2024 and 2023 are summarized below (in thousands):


	As of December 31,
	2024		2023
Principal outstanding	$	2,500	$	2,500
Plus: accrued interest	500		400
Less: unamortized debt issuance costs	(84)		(100)
Carrying value, net	2,916		2,800
Less: current portion of long term debt	(1,326)		—
Long term debt, net of current portion	$	1,590	$	2,800

The carrying values of the borrowings pursuant to the Loan and Security Agreement as of December 31, 2024 and 2023 are summarized below (in thousands):


	As of December 31,
	2024		2023
Principal outstanding	$	30,000	$	—
Plus: accrued interest	—		—
Less: unamortized debt issuance costs	(4,245)		—
Carrying value, net	$	25,755	$	—

Schedule of Maturities of Long-Term Debt

The following table summarizes the scheduled debt maturities for the next five years and thereafter (in thousands):


For the years ending December 31,	Total Maturities
2025	$	1,000
2026	1,250
2027	16,000
2028	13,750
2029 and thereafter	500
Total Debt	$	32,500

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Section 55
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

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-Topic 235
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-Section S99
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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 3
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-Name Accounting Standards Codification
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-Section 50
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-Name Accounting Standards Codification
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-Topic 505
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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+ Details

Warrants	12 Months Ended
Warrants	Dec. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Warrants	WarrantsBeginning in 2016, the Company issued warrants to purchase common stock. As of December 31, 2024 and 2023, 0.6 million warrants were vested and outstanding. As of December 31, 2024, the outstanding warrants had a weighted-average exercise price of $6.23 per share and expire between 2026 and 2027.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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


	Year ended December 31,
	2024		2023
General and administrative	$	5,269	$	6,876
Research and development	2,158		2,341
Total	$	7,427	$	9,217

As of December 31, 2024, the Company had $5.4 million of unrecognized stock-based compensation expense related to stock options, RSUs and PSUs outstanding, which is expected to be recognized over a weighted average period of 1.6 years.

Equity Plans

The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the "2014 Plan") and the Ocugen, Inc. 2019 Equity Incentive Plan (the "2019 Plan", collectively with the 2014 Plan, the "Plans"). On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of the Company's common stock outstanding on December 31st of the prior year, or a number of shares determined by the Board. As of December 31, 2024, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 38.6 million equity awards in respect to the Company's common stock, respectively. The 2014 Plan and 2019 Plan have 0.5 million and 16.1 million equity awards remaining available for future grant, respectively, as of December 31, 2024. In addition to stock options, PSUs and RSUs granted under the Plans, the Company has granted certain stock options and RSUs as material inducements to employment in accordance with Nasdaq Listing Rule 5635 (c)(4), which were granted outside of the Plans.

Stock Options to Purchase Common Stock

The assumptions utilized in the fair value calculations for stock options as of December 31, 2024 and 2023 were as follows:


	Year ended December 31,
	2024	2023
Weighted average expected option term (years)	5.9	5.9
Range of expected stock price volatility	104% – 112%	103% – 109%
Weighted average expected stock price volatility	108%	106%
Range of risk-free interest rate	3.4% – 4.6%	3.5% – 4.4%
Expected dividend rate	0%	0%

The following table summarizes the stock option activity:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2023	13,161,228	$	2.38	7.86	$	337
Granted	4,055,895	0.96
Exercised	(284,788)	0.57			183
Forfeited	(735,187)	3.52
Options outstanding at December 31, 2024	16,197,148	$	2.01	7.40	$	1,128
Vested and expected to vest at December 31, 2024	16,197,148	$	2.01	7.40	$	1,128
Options exercisable at December 31, 2024	9,687,991	$	2.40	6.60	$	731

The weighted average grant date fair values of stock options granted during the years ended December 31, 2024 and 2023 were $0.80 and $0.85, respectively. During the years ended December 31, 2024 and 2023, the Company received $0.2 million and $0.1 million of cash proceeds from the exercises of stock options, respectively.

RSUs

The following table summarizes the RSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value (In Thousands)
RSUs unvested at December 31, 2023	2,982,661	$	1.63	$	1,715
Granted	39,738	0.51		22
Vested	(1,063,537)	1.85		768
Forfeited	(56,405)	1.64		59
RSUs unvested at December 31, 2024	1,902,457	$	1.49	$	1,531

PSUs

In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Board adopted a performance restricted stock unit agreement (the "PSU Agreement"). Pursuant to the PSU Agreement, the Company granted 615,467 and 256,885 of market-based performance stock units at target on January 2, 2024 and April 16, 2024, respectively. All of these PSUs cliff vest after the requisite service period ending on December 31, 2026. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company's TSR as compared to the TSR of the

companies within the Nasdaq Biotechnology Index over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.

The following table summarizes the unvested PSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value
PSUs unvested at December 31, 2023	—	$	—
Granted	872,352	$	1.71
Vested	—	$	—
Forfeited	—	$	—
PSUs unvested at December 31, 2024	872,352	$	1.71

Revision to Previously Reported Unaudited Financial Statements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Reduction of net loss attributable to common shareholders by a deemed dividend	$ 0	$ 0
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Reduction of net loss attributable to common shareholders by a deemed dividend	$ 4,988	$ 4,988

- Definition

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

+ References + Details

Net Loss per Share of Common Stock - Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	19,600,682	17,320,173
Stock options to purchase common stock
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	16,197,148	13,161,228
RSUs
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	1,902,457	2,982,661
PSUs
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	872,352	0
Warrants
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	628,725	628,834
Series B Convertible Preferred Stock
Earnings Per Share
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares)	0	547,450

Segment Reporting (Details) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
Segment Reporting (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Segment Reporting Information [Line Items]
Total revenue				$ 4,055	$ 6,036
Total research and development				32,126	39,573
General and administrative				26,686	31,994
Total operating expenses				58,812	71,567
Loss from operations				(54,757)	(65,531)
Other income (expense), net				703	2,453
Net loss	$ (15,280)	$ (11,924)	$ (27,204)	(54,054)	(63,078)
Collaborative arrangement revenue
Segment Reporting Information [Line Items]
Total revenue				4,055	6,036
Total research and development				1,900	5,300
Reportable Segment
Segment Reporting Information [Line Items]
Research and development personnel costs				12,992	13,868
Facilities and other support costs				2,984	1,507
Other				2,294	1,349
Total research and development				32,126	39,573
General and administrative				26,686	31,994
Total operating expenses				58,812	71,567
Loss from operations				(54,757)	(65,531)
Other income (expense), net				703	2,453
Net loss				(54,054)	(63,078)
Reportable Segment \| OCU400
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				6,846	7,318
Reportable Segment \| OCU410 and OCU410ST
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				3,653	4,029
Reportable Segment \| NeoCart
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				489	1,336
Reportable Segment \| COVAXIN
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				25	8,824
Reportable Segment \| Inhaled mucosal vaccine platform
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				2,464	629
Reportable Segment \| OCU200
Segment Reporting Information [Line Items]
Research and Development Expense (Excluding Acquired in Process Cost)				379	713
Reportable Segment \| Collaborative arrangement revenue
Segment Reporting Information [Line Items]
Total revenue				$ 4,055	$ 6,036

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has commitments under certain license and development agreements, lease agreements, commitments related to renovating an existing facility for GMP, and debt agreements. Commitments under certain license and development agreements include annual payments, payments upon the achievement of certain milestones, and royalty payments based on net sales of licensed products (see Note 3). Commitments under lease agreements are future minimum lease payments (see Note 6). Commitments under debt agreements are the future payment of principal and accrued interest under the EB-5 Loan Agreement and the Loan and Security Agreement (see Note 8). Additionally, the Company does not expect to fulfill any commitments under the amended Co-Development, Supply and Commercialization Agreement with Bharat Biotech as a result of the termination of the COVAXIN program. Contingencies In June 2021, a securities class action lawsuit was filed against the Company and certain of its agents in the United States District Court for the Eastern District of Pennsylvania ("Court") (Case No. 2:21-cv-02725) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the announcement of the Company's decision to pursue the submission of a BLA for COVAXIN for adults ages 18 years and older rather than pursuing an EUA. In July 2021, a second securities class action lawsuit was filed against the Company and certain of its agents in the Court (Case No. 2:21-cv-03182) that also purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on the same statements as the first complaint. In March 2022, the Court consolidated these two related securities class action lawsuits and appointed a lead plaintiff. In March 2024, the Third Circuit affirmed the Court's decision to dismiss with prejudice the consolidated securities class action lawsuits. In August 2021, a stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-03876) that purported to state a claim for breach of fiduciary duty and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on facts and circumstances relating to the securities class action lawsuits and seeking contribution and indemnification in connection with claims asserted in the securities class action lawsuits. In September 2021, a second stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-04169) that purported to state a claim for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on the same allegations as the first complaint. The parties to both stockholder derivative lawsuits stipulated to the consolidation of the two stockholder derivative lawsuits. In April 2024, the Court dismissed without prejudice the consolidated stockholder derivative lawsuits. In April 2024, a securities class action lawsuit was filed against the Company and certain of its agents in the Court (Case No. 2:24-cv-01500) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the Company's previously-issued audited consolidated financial statements for each fiscal year beginning January 1, 2020 and its previously-issued unaudited condensed consolidated financial statements for each of the first three quarters in such years and the effectiveness of the Company's disclosure controls and procedures during each such period. The complaint seeks unspecified damages, interest, attorneys' fees, and other costs. In October 2024, the lead plaintiff filed an amended complaint, and in December 2024, the Company filed a motion to dismiss. In February 2025, the lead plaintiff filed an opposition to the motion to dismiss, and the Company intends to file a reply in support of the motion to dismiss by March 10, 2025. In May 2024, a stockholder derivative lawsuit was filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:24-cv-02234) that purported to state a claim for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on the facts and circumstances relating to the securities class action and seeking damages and certain governance reforms in connection with claims asserted in the securities class action. In June 2024, the Court approved the parties’ joint stipulation for an order staying the derivative lawsuit pending resolution of a motion to dismiss in the related securities class action. In the third quarter of 2024, four additional stockholder derivative lawsuits were filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case Nos. 2:24-cv-03119, 2:24-cv-03209, 2:24-cv-04813, 2:24-cv-04864) asserting similar facts and claims as the first complaint, and in January 2025, a stockholder derivative lawsuit was filed on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Delaware Court of Chancery (Case No. 2025-0095) asserting similar facts and claims related to breaches of fiduciary duty, unjust enrichment and insider trading. The Company believes that the lawsuits are without merit and intends to vigorously defend against them. At this time, no assessment can be made as to their likely outcome or whether the outcome will be material to the Company. No information is available to indicate that it is probable that a loss has been incurred and can be reasonably estimated as of the date of the consolidated financial statements and, as such, no accrual for the loss has been recorded within the consolidated financial statements.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

The following table provides a summary of the major components of accrued expenses and other current liabilities as reflected on the consolidated balance sheets (in thousands):


	As of December 31,
	2024		2023
Research and development	$	160	$	212
Clinical	740		84
Professional fees	977		580
Employee-related	2,433		1,791
Deferred revenue relating to collaborative arrangements	8,368		10,525
Other	2,822		151
Total accrued expenses and other current liabilities	$	15,500	$	13,343

Operating Leases - Schedule of Future Minimum Base Rent Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Amount
2025	$ 877
2026	894
2027	867
2028	884
2029	705
Thereafter	978
Total	5,206
Less: present value adjustment	(1,374)
Present value of minimum lease payments	$ 3,832	$ 4,141

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt
Principal outstanding	$ 32,500
Less: current portion of long term debt	(1,326)	$ 0
Long term debt, net of current portion	27,345	2,800
EB-5 Loan Agreement \| Loans payable
Debt
Principal outstanding	2,500	2,500
Plus: accrued interest	500	400
Less: unamortized debt issuance costs	(84)	(100)
Carrying value, net	2,916	2,800
Less: current portion of long term debt	(1,326)	0
Long term debt, net of current portion	1,590	2,800
Debt Financing Transaction
Debt
Principal outstanding	30,000	0
Plus: accrued interest	0	0
Less: unamortized debt issuance costs	(4,245)	0
Carrying value, net	$ 25,755	$ 0

Operating Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Operating Leases

The Company has commitments under operating leases for office, laboratory, and manufacturing space in Malvern, Pennsylvania and other locations. The Company's corporate headquarters, located in Malvern, Pennsylvania, lease has an initial term of approximately seven years and includes options to extend the lease for up to 10 years, which the Company has not elected to account for since it is not reasonably certain that the Company will exercise such option. The Company's current GMP facility, located in Malvern, Pennsylvania, lease has an initial term of seven years and includes an option to extend the lease for up to five years, which the Company has elected to account for since it is reasonably certain that the Company will exercise such option. The Company leases two other general use facilities, within the United States, which have initial terms of two to three years and contain no option to extend.

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


	Year ended December 31,
	2024		2023
Operating lease cost	$	893	$	784
Variable lease cost	355		342
Total lease cost	$	1,248	$	1,126

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


	As of December 31,
	2024		2023
Right-of-use assets, net	$	3,613	$	3,944

Current lease obligations	$	519	$	574
Non-current lease obligations	3,313		3,567
Total lease liabilities	$	3,832	$	4,141

Supplemental information related to leases was as follows:


	Year ended December 31,
	2024		2023
Weighted-average remaining lease terms (years)	5.9		7.0
Weighted-average discount rate	9.4	%	9.3	%

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


For the years ending December 31,	Amount
2025	$	877
2026	894
2027	867
2028	884
2029	705
Thereafter	978
Total	$	5,206
Less: present value adjustment	(1,374)
Present value of minimum lease payments	$	3,832

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$ 67,818	$ 58,324
Capital loss carryforwards	0	7,298
Start-up costs	9,699	9,699
Accruals and reserves	672	276
Intellectual property	4,074	4,565
Stock-based compensation	3,063	2,873
Capitalization of research and development expense	20,800	18,702
Deferred revenue	1,784	1,293
Tax credits	11,641	9,324
Lease liabilities	966	977
Total deferred tax assets	120,517	113,331
Valuation allowance	(119,616)	(112,413)
Deferred tax assets, net of valuation allowance	901	918
Deferred tax liabilities:
Lease right-of-use assets	(901)	(918)
Net deferred tax assets	$ 0	$ 0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Unrecognized Tax Benefits Reconciliation
Gross unrecognized tax benefits at beginning of year	$ 303	$ 303
Additions for tax positions taken in a prior year	0	0
Additions for tax positions taken in the current year	0	0
Reductions for tax positions taken in the prior year due to settlement	0	0
Reductions for tax positions taken in the prior year due to statutes lapsing	0	0
Gross unrecognized tax benefits at end of year	$ 303	$ 303

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Summary of Significant Accounting Policies - Schedule of Expected Useful Lives by Major Asset (Details)	Dec. 31, 2024
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash	$ 58,514	$ 39,462
Restricted cash	307	0
Total cash and restricted cash	$ 58,821	$ 39,462	$ 77,563

- Definition

+ References + Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	238	42
Auditor Name	PricewaterhouseCoopers LLP	Ernst & Young LLP
Auditor Location	Philadelphia, Pennsylvania	Philadelphia, Pennsylvania

Equity (Details) $ / shares in Units, $ in Thousands, vaccine_dose in Millions		1 Months Ended
	Mar. 18, 2021 USD ($) vaccine_dose	Aug. 31, 2024 USD ($) shares	Jul. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 01, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Common stock, par value (in USD per share) \| $ / shares			$ 0.01	$ 0.01	$ 0.01
Shares authorized (in shares) \| shares			400,000,000
Common stock, shares authorized (in shares) \| shares			390,000,000	390,000,000	390,000,000
Preferred stock, shares authorized to issue (in shares) \| shares			10,000,000	10,000,000	10,000,000
Convertible preferred stock, par value (in USD per share) \| $ / shares			$ 0.01	$ 0.01	$ 0.01
Convertible preferred stock, amount issued \| $				$ 0	$ 1		$ 5,000
Convertible preferred stock, amount outstanding \| $					$ 4,100	$ 4,100
Level 3 \| Discount Rate
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock, measurement input							0.15
July 2024 Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares) \| shares			30,400,000
Common stock, par value (in USD per share) \| $ / shares			$ 0.01
Price per share of shares issued in underwriting agreement (in USD per share) \| $ / shares			$ 1.15
Proceeds from sale of shares issued in underwriting agreement \| $			$ 32,300
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold (in shares) \| shares		2,282,608	4,565,217
Option period purchase additional shares in underwriting agreement			30 days
Proceeds from sale of shares issued in underwriting agreement \| $		$ 2,400
COVAXIN Preferred Stock Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Convertible preferred stock, par value (in USD per share) \| $ / shares								$ 0.01
Agreement to sell, number of shares issued in transaction (in shares) \| shares								100,000
Agreement to sell, price per share (in USD per share) \| $ / shares								$ 109.60
Advance payment amount \| $	$ 6,000
Conversion ratio (in shares)								10
Supply agreement, number of doses \| vaccine_dose	10.0

Revision to Previously Reported Unaudited Financial Statements - Schedule of Revisions to Previously Reported Unaudited Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (15,280)	$ (11,924)	$ (27,204)	$ (54,054)	$ (63,078)
Reacquired Series B Convertible Preferred Stock	0		0
Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	(15,259)	(11,899)	(27,157)	(54,010)	(63,078)
Net loss attributable to shareholders - diluted	$ (15,259)	$ (11,899)	$ (27,157)	$ (54,010)	$ (63,078)
Weighted shares used in calculating net loss per share - basic (in shares)	257,353,857,000	257,232,636,000	257,293,247,000	270,995,121	244,327,057
Weighted shares used in calculating net loss per share - diluted (in shares)	257,353,857,000	257,232,636,000	257,293,247,000	270,995,121	244,327,057
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.06)	$ (0.05)	$ (0.11)	$ (0.20)	$ (0.26)
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.06)	$ (0.05)	$ (0.11)	$ (0.20)	$ (0.26)
Series B Convertible Preferred Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	$ (21)	$ (25)	$ (47)	$ (44)	$ 0
Net loss attributable to shareholders - diluted	$ (21)	$ (25)	$ (47)	$ (44)	$ 0
Weighted shares used in calculating net loss per share - basic (in shares)	54,745,000	54,745,000	54,745,000	54,745	0
Weighted shares used in calculating net loss per share - diluted (in shares)	54,745,000	54,745,000	54,745,000	54,745	0
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.38)	$ (0.46)	$ (0.86)	$ (0.80)	$ 0
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.38)	$ (0.46)	$ (0.86)	$ (0.80)	$ 0
Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (15,280)	$ (11,924)	$ (27,204)
Reacquired Series B Convertible Preferred Stock	4,988		4,988
Previously Reported \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	(10,292)	(11,924)	(22,216)
Net loss attributable to shareholders - diluted	$ (10,292)	$ (11,924)	$ (22,216)
Weighted shares used in calculating net loss per share - basic (in shares)	257,353,857,000	257,232,636,000	257,293,247,000
Weighted shares used in calculating net loss per share - diluted (in shares)	257,353,857,000	257,232,636,000	257,293,247,000
Net loss per share attributable to shareholders - basic (in USD per share)	$ (0.04)	$ (0.05)	$ (0.09)
Net loss per share attributable to shareholders - diluted (in USD per share)	$ (0.04)	$ (0.05)	$ (0.09)
Previously Reported \| Series B Convertible Preferred Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	$ 0	$ 0	$ 0
Net loss attributable to shareholders - diluted	$ 0	$ 0	$ 0
Weighted shares used in calculating net loss per share - basic (in shares)	0	0	0
Weighted shares used in calculating net loss per share - diluted (in shares)	0	0	0
Net loss per share attributable to shareholders - basic (in USD per share)	$ 0	$ 0	$ 0
Net loss per share attributable to shareholders - diluted (in USD per share)	$ 0	$ 0	$ 0
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ 0	$ 0	$ 0
Reacquired Series B Convertible Preferred Stock	(4,988)		(4,988)
Adjustment \| Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	(4,967)	25	(4,941)
Net loss attributable to shareholders - diluted	$ (4,967)	$ 25	$ (4,941)
Weighted shares used in calculating net loss per share - basic (in shares)	0	0	0
Weighted shares used in calculating net loss per share - diluted (in shares)	0	0	0
Net loss per share attributable to shareholders - basic (in USD per share)
Net loss per share attributable to shareholders - diluted (in USD per share)
Adjustment \| Series B Convertible Preferred Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss attributable to shareholders - basic	$ (21)	$ (25)	$ (47)
Net loss attributable to shareholders - diluted	$ (21)	$ (25)	$ (47)
Weighted shares used in calculating net loss per share - basic (in shares)	54,745,000	54,745,000	54,745,000
Weighted shares used in calculating net loss per share - diluted (in shares)	54,745,000	54,745,000	54,745,000
Net loss per share attributable to shareholders - basic (in USD per share)
Net loss per share attributable to shareholders - diluted (in USD per share)

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Consolidation The accompanying consolidated financial statements included herein have been prepared in conformity with GAAP and under the rules and regulations of the United States SEC.
Basis of Consolidation	The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include those used in the accounting for research and development contracts, including clinical trial accruals, determination of the collaborative arrangements transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received under collaborative arrangements.
Segment Information	Segment Information As of December 31, 2024, the Company viewed its operations and managed its business as one operating segment consistent with how the Company's chief operating decision-maker, the Company's Chief Executive Officer, makes decisions regarding resource allocation and assesses performance. As of December 31, 2024, substantially all of the Company's assets were located in the United States.
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 equivalents may include bank demand deposits and money market funds that invest primarily in certificates of deposit, commercial paper, and United States government agency securities and treasuries. The Company records interest income received on its cash and cash equivalents to other income (expense), net in the consolidated statements of operations and comprehensive loss.
Fair Value Measurements	Fair Value Measurements The Company follows the provisions of FASB ASC Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying value of certain financial instruments, including cash, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments.
Marketable Securities	Marketable Securities The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023. Available-for-sale securities are recorded at fair value based on inputs that are observable, either directly or indirectly, such as quoted prices for identical securities in active markets (Level 1) or quoted prices for similar securities in active markets or inputs that are observable (Level 2). Unrealized gains and losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Amortization of premium or accretion of discount on debt securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. After the assessment, if the Company does not have the intent and ability to hold the security until recovery of the unrealized loss, the difference between the fair value and amortized cost basis of the security is charged to results of operations resulting in a new amortized cost basis of the security. If the Company has the intent and ability to hold the security until recovery of the unrealized loss, the security is evaluated for potential credit losses. If a credit loss is deemed to exist, the credit loss is recognized in results of operations and an allowance for credit losses is recorded against the amortized cost basis of the security. In determining whether a credit loss exists related to an impaired debt securities, the Company considers, among other factors, the extent of the unrealized loss relative to the amortized cost basis, the credit rating of the issuer and any recent changes thereto, current and expected future economic conditions, and any adverse events or other changes in circumstances that have occurred which may indicate a potential credit loss. To date, the Company has not recognized any impairments with respect to its debt securities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and restricted cash. The Company's cash and restricted cash are held in accounts at financial institutions that may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk beyond the standard credit risk associated with commercial banking relationships.
Property and Equipment, Net	Property and Equipment, Net The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative expense in the consolidated statements of operations and comprehensive loss based on the underlying nature of the associated asset. Construction in progress is not depreciated until such time that the asset is completed and placed into service.
Leases	Leases The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company, if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company's lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations in the Company's consolidated balance sheets. At lease commencement, the Company records a lease liability based on the present value of the lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise and records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. Lease expense is recognized on a straight-line basis over the lease term and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rates were not readily determinable in the Company's current operating leases. As such, the incremental borrowing rates were used based on the information available at the commencement dates in determining the present value of lease payments. The lease term for the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on an index or rate, and amounts probable to be payable under the exercise of an option to purchase the underlying asset if reasonably certain. Variable payments not dependent on an index or rate and variable payments recognized if the index or rate changes that are associated with the Company's leases are recognized when the event, activity, or circumstance is probable. Variable payments include the Company's proportionate share of certain utilities and other operating expenses and are presented as operating expenses in the Company's consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.
Impairment of Assets	Impairment of Assets The Company reviews its assets, including property and equipment, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. These indicators include, but are not limited to, a significant change in the extent or manner in which an asset is used or its physical condition, a significant decrease in the market price of an asset, or a significant adverse change in the business or the industry that could affect the value of an asset. An asset is tested for impairment by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of the asset.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718. The Company has issued stock-based compensation awards including stock options, RSUs, and PSUs, and also accounts for certain issuances of preferred stock and warrants in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of stock options, RSUs, and PSUs, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. For PSUs, the Company determines fair value by using a Monte Carlo simulation technique. The Company recognizes forfeitures as they occur. Expense related to stock-based compensation awards granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based compensation awards generally vest over a one to three year requisite service period. Stock options have a contractual term of 10 years. Expense for stock-based compensation awards with performance-based vesting conditions is only recognized when the performance-based vesting condition is deemed probable to occur. Expense for stock-based compensation awards with market-based and service-based vesting conditions is recognized ratably over the grantee's requisite service period. Compensation cost is not adjusted based on the actual achievement of the market-based performance goals. Expense related to stock-based compensation awards are recorded to research and development expense or general and administrative expense based on the underlying function of the individual that was granted the stock-based compensation award. Shares issued upon stock option exercise, PSU and RSU vesting are newly-issued common shares. Estimating the fair value of stock options requires the input of subjective assumptions, including the expected term of the stock option, stock price volatility, the risk-free interest rate, and expected dividends. Estimating the fair value of PSUs requires the input of subjective assumptions, including stock price volatility, TSR ranking, the risk-free rate, and expected dividends. The assumptions used in the Company's Black-Scholes option-pricing model and Monte Carlo simulation technique represent management's best estimates and involve a number of variables, uncertainties, assumptions, and the application of management's judgment, as they are inherently subjective. If any assumptions change, the Company's stock-based compensation expense could be materially different in the future. The assumptions used in Ocugen's Black-Scholes option-pricing model for stock options and in Ocugen's Monte Carlo simulation technique for PSUs are as follows, unless noted otherwise: Expected Term. As Ocugen does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the expected term of employee stock options subject to service-based vesting conditions is determined using the "simplified" method, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. This expected term assumption is not an assumption used in the Company's Monte Carlo simulation technique for PSUs. The expected term of the PSUs is equal to the performance period of the PSUs. Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen's industry for periods commensurate with the assumed expected term, due to the lack of sufficient history of Ocugen. Risk-Free Interest Rate. The risk-free interest rate is based on the interest rate payable on United States Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. Expected Dividends. The expected dividend yield is 0% because Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. TSR ranking. The Company's TSR, over a three-year period, is relative to the TSR, for that same period, as related to other companies within the Nasdaq Biotechnology index. This assumption is only used for the market-based PSUs.
Collaborative Arrangements and Revenue Recognition	Collaborative Arrangements and Revenue Recognition The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards. This assessment is performed throughout the life of the arrangements based on changes to the arrangements. For collaborative arrangements within the scope of ASC 808 the Company may analogize to ASC 606 for certain elements. The Company identifies the goods or services promised within each collaborative arrangement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the counterparty and the transfer of the promised goods or services to the counterparty will be one year or less. The Company assessed its collaboration arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company recognizes as collaboration revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the arrangement. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete their performance obligations under the arrangements and in determining the estimated market value of the co-development services included in the transaction price. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Adjustments to original estimates will be required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted. Under the Company's collaborative arrangements, the timing of revenue recognition and receipt of consideration may differ, and result in assets and liabilities. Assets represent revenues recognized in excess of the consideration received under collaborative arrangement. Liabilities represent the consideration received in excess of revenues recognized under collaborative arrangement.
Income Taxes	Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company evaluates its deferred tax assets each period to ensure that the estimated future taxable income will be sufficient in character, amount, and timing, to result in its realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Management utilizes considerable judgment when establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within the consolidated statement of operations and comprehensive loss when applicable. The Company recognizes net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. The Company recognizes a tax benefit for positions taken for tax return purposes when it will be more likely than not that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Tax examinations are often complex, as tax authorities may disagree with the treatment of items reported by the Company and may require several years to resolve. As a result, the Company's provision for income taxes is recorded on the basis of available information, but amounts recorded may be impacted as a result of future examinations.
Recently Adopted Accounting Standards and Recent Accounting Pronouncements	Recently Adopted Accounting Standards In 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. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The adoption of ASU 2020-06 on January 1, 2024 did not have a material impact on the Company's consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company adopted the guidance in the fiscal year beginning January 1, 2024. There was no impact on the Company's reportable segments identified and additional required disclosures have been included in Note 15. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

In September 2016, in connection with the United States government's foreign national investor program, commonly known as the EB-5 Program, the Company entered into the EB-5 Loan Agreement which provided for cumulative borrowings of up to $10.0 million from EB-5 Life Sciences as the lender. Pursuant to the EB-5 Loan Agreement, borrowings were made in $0.5 million increments with a fixed interest rate of 4.0% per annum (the "Original Offering"). The borrowings pursuant to the Original Offering are secured by substantially all of the Company's assets, with the exception of any patents, patent applications, pending patents, patent licenses, patent sublicenses, trademarks, and other intellectual property rights held by the Company.

Under the terms and conditions of the Original Offering, the Company borrowed $1.0 million during 2016, $0.5 million during 2020, $0.5 million in September 2022, and an additional $0.5 million in May 2023. Issuance costs were recognized as a reduction to the loan balance and are amortized to interest expense over the term of each borrowing. Pursuant to the Original Offering, each outstanding borrowing, including accrued interest, becomes due upon the seventh anniversary of its disbursement date, subject to certain extension provisions. In January 2024, the Company entered into an agreement to extended the current portion of borrowings owed under the EB-5 Loan Agreement to March 2025. Once repaid, amounts cannot be re-drawn.

The March 2022 EB-5 Reform and Integrity Act of 2022 (the "RIA") enacted changes to the EB-5 Program, including but not limited to: raising the minimum investment amount for a targeted employment area (the "TEA") from its previous level of $0.5 million to its new level of $0.8 million, as well as modifying the process for the creation of TEAs. Under the previous regime, the state in which the TEA would be located could send a letter in support of efforts to designate a TEA. Under the current regime, only United States Citizenship and Immigration Services can designate TEAs.

In connection with the aforementioned changes to the EB-5 Program, the Original Offering was amended in May 2023 (the "Amended Offering"). Pursuant to the terms and conditions of the Amended Offering, EB-5 Life Sciences now provides for cumulative borrowings of up to $20.0 million. Future borrowings can be made in increments of $0.8 million with a fixed interest rate of 4.0% per annum. Each future borrowing pursuant to the Amended Offering, including accrued interest, will become due upon the seventh anniversary of its disbursement date. The Company has not made any borrowings pursuant to the Amended Offering as of December 31, 2024.

The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2024 and 2023 are summarized below (in thousands):


	As of December 31,
	2024		2023
Principal outstanding	$	2,500	$	2,500
Plus: accrued interest	500		400
Less: unamortized debt issuance costs	(84)		(100)
Carrying value, net	2,916		2,800
Less: current portion of long term debt	(1,326)		—
Long term debt, net of current portion	$	1,590	$	2,800

In November 2024, the Company entered into a debt financing transaction with Avenue Capital for net proceeds of $29.2 million. The loan has a maturity date of November 1, 2028, of which the first 24 months are interest only, and bears interest at a variable rate per annum equal to the greater of the Prime Rate plus 4.25% or 12.25%. Additionally, the Lender has the right to convert an aggregate amount of up to $6.0 million of the outstanding principal amount into shares of Common Stock at a conversion price per share equal to a 80% of the trading price on the date of conversion, which shall be at Lenders' option. In the event the Company elects to prepay the Term Loans in full, Lenders shall have 10 days to elect to exercise its conversion right prior to such prepayment. All conversion rights shall terminate on Term Loans payoff. Notwithstanding the foregoing, the aggregate amount of Common Stock issued pursuant to the “Conversion Right” and the “Equity Grant” shall not exceed a number of shares equal to 19.9% of the Company’s outstanding Common Stock. The agreement is collateralized by all of the Company’s assets in which the Agent is granted senior secured lien. The Company also granted the Lenders a negative pledge on the Company’s intellectual property. In connection with the debt financing transaction, the Company entered into a Subscription Agreement with Avenue Capital, pursuant to which the Company issued 1,056,338 shares of Common Stock to Avenue Capital with an issue date of November 6, 2024.

The carrying values of the borrowings pursuant to the Loan and Security Agreement as of December 31, 2024 and 2023 are summarized below (in thousands):


	As of December 31,
	2024		2023
Principal outstanding	$	30,000	$	—
Plus: accrued interest	—		—
Less: unamortized debt issuance costs	(4,245)		—
Carrying value, net	$	25,755	$	—

The following table summarizes the scheduled debt maturities for the next five years and thereafter (in thousands):


For the years ending December 31,	Total Maturities
2025	$	1,000
2026	1,250
2027	16,000
2028	13,750
2029 and thereafter	500
Total Debt	$	32,500

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
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+ Details

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company believes the fair value using Level 2 inputs of the borrowings under the EB-5 Loan Agreement and Avenue Capital Loan and Security Agreement (as defined in Note 8) approximate their carrying value. See Note 8 for additional information.

- Definition

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

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+ Details

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

The Company has one operating and reportable segment relating to the research, development and commercialization of its novel gene and cell therapies and vaccines. The segment derives its current revenue from a co-development and commercialization agreement with CanSinoBIO. The Company does not track expenses on an individual program basis for overhead costs, as the Company utilizes its resources across all programs.

The Company's Chief Operating Decision Maker (the "CODM"), its Chief Executive Officer, manages the Company's operations on an integrated basis for the purposes of allocating resources. When evaluating the Company's financial performance, the CODM reviews financial information at the consolidated level. The CODM uses net loss as the measure of profit or loss to allocate resources and assess performance. The CODM regularly reviews net loss as reported on the Company’s consolidated statements of operations and comprehensive loss. Financial forecasts and budget to actual results used by the

CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis.

The measure of segment assets is reported on the balance sheet as total assets.

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


	Year ended December 31,
	2024		2023
Collaborative arrangement revenue	$	4,055	$	6,036
Less:
OCU400	6,846		7,318
OCU410 and OCU410ST	3,653		4,029
NeoCart	489		1,336
COVAXIN	25		8,824
Inhaled mucosal vaccine platform	2,464		629
OCU200	379		713
Unallocated costs:
Research and development personnel costs	12,992		13,868
Facilities and other support costs	2,984		1,507
Other (a)	2,294		1,349
Total research and development	32,126		39,573
General and administrative	26,686		31,994
Total operating expenses	58,812		71,567
Loss from operations	(54,757)		(65,531)
Other income (expense), net	703		2,453
Segment and consolidated net loss	$	(54,054)	$	(63,078)

(a) Other expenses include travel for research and development and a clinical and regulatory data repository system for each program.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

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


	Year ended December 31,
	2024		2023
General and administrative	$	5,269	$	6,876
Research and development	2,158		2,341
Total	$	7,427	$	9,217

Schedule of Weighted Average Assumptions Utilized in Fair Value

The assumptions utilized in the fair value calculations for stock options as of December 31, 2024 and 2023 were as follows:


	Year ended December 31,
	2024	2023
Weighted average expected option term (years)	5.9	5.9
Range of expected stock price volatility	104% – 112%	103% – 109%
Weighted average expected stock price volatility	108%	106%
Range of risk-free interest rate	3.4% – 4.6%	3.5% – 4.4%
Expected dividend rate	0%	0%

Schedule of Stock Option Activity

The following table summarizes the stock option activity:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2023	13,161,228	$	2.38	7.86	$	337
Granted	4,055,895	0.96
Exercised	(284,788)	0.57			183
Forfeited	(735,187)	3.52
Options outstanding at December 31, 2024	16,197,148	$	2.01	7.40	$	1,128
Vested and expected to vest at December 31, 2024	16,197,148	$	2.01	7.40	$	1,128
Options exercisable at December 31, 2024	9,687,991	$	2.40	6.60	$	731

Schedule of RSU Activity

The following table summarizes the RSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value (In Thousands)
RSUs unvested at December 31, 2023	2,982,661	$	1.63	$	1,715
Granted	39,738	0.51		22
Vested	(1,063,537)	1.85		768
Forfeited	(56,405)	1.64		59
RSUs unvested at December 31, 2024	1,902,457	$	1.49	$	1,531

Schedule of PSU Activity

The following table summarizes the unvested PSU activity:


	Number of Shares	Weighted Average Grant-Date Fair Value
PSUs unvested at December 31, 2023	—	$	—
Granted	872,352	$	1.71
Vested	—	$	—
Forfeited	—	$	—
PSUs unvested at December 31, 2024	872,352	$	1.71

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of Shares
Beginning balance (in shares)	13,161,228
Granted (in shares)	4,055,895
Exercised (in shares)	(284,788)
Forfeited (in shares)	(735,187)
Ending balance (in shares)	16,197,148	13,161,228
Vested and expected to vest (in shares)	16,197,148
Exercisable (in shares)	9,687,991
Weighted Average Exercise Price
Beginning balance (in USD per share)	$ 2.38
Granted (in USD per share)	0.96
Exercised (in USD per share)	0.57
Forfeited (in USD per share)	3.52
Ending balance (in USD per share)	2.01	$ 2.38
Vested and expected to vest (in USD per share)	2.01
Exercisable (in USD per share)	$ 2.40
Weighted Average Remaining Contractual Life (Years)
Weighted average remaining contractual life	7 years 4 months 24 days	7 years 10 months 9 days
Weighted average remaining contractual life, vested and expected to vest	7 years 4 months 24 days
Weighted average remaining contractual life, options exercisable	6 years 7 months 6 days
Aggregate Intrinsic Value (In Thousands)
Options outstanding, beginning balance	$ 337
Granted in period, intrinsic value
Exercises in period, intrinsic value	183
Forfeited in period, intrinsic value
Options outstanding, ending balance	1,128	$ 337
Vested and expected to vest, intrinsic value	1,128
Options exercisable	$ 731

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accrued Liabilities [Line Items]
Research and development	$ 160	$ 212
Clinical	740	84
Professional fees	977	580
Employee-related	2,433	1,791
Other	2,822	151
Total accrued expenses and other current liabilities	15,500	13,343
Collaborative Arrangements
Accrued Liabilities [Line Items]
Deferred revenue relating to collaborative arrangements	$ 8,368	$ 10,525

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Liabilities, Current [Abstract]

Schedule of Major Components of Accrued Expenses and Other Current Liabilities

The following table provides a summary of the major components of accrued expenses and other current liabilities as reflected on the consolidated balance sheets (in thousands):


	As of December 31,
	2024		2023
Research and development	$	160	$	212
Clinical	740		84
Professional fees	977		580
Employee-related	2,433		1,791
Deferred revenue relating to collaborative arrangements	8,368		10,525
Other	2,822		151
Total accrued expenses and other current liabilities	$	15,500	$	13,343

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements included herein have been prepared in conformity with GAAP and under the rules and regulations of the United States SEC. The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include those used in the accounting for research and development contracts, including clinical trial accruals, determination of the collaborative arrangements transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received under collaborative arrangements.

Segment Information

As of December 31, 2024, the Company viewed its operations and managed its business as one operating segment consistent with how the Company's chief operating decision-maker, the Company's Chief Executive Officer, makes decisions regarding resource allocation and assesses performance. As of December 31, 2024, substantially all of the Company's assets were located in the United States. Refer to Note 15 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 equivalents may include bank demand deposits and money market funds that invest primarily in certificates of deposit, commercial paper, and United States government agency securities and treasuries. The Company records interest income received on its cash and cash equivalents to other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recorded $1.3 million and $2.5 million as interest income for the years ended December 31, 2024 and 2023, respectively. The Company's restricted cash balance as of December 31, 2024 consisted of cash held to collateralize a corporate credit card account and a line of credit related to an operating lease in the event of a payment default.

The following table provides a reconciliation of cash and restricted cash from the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows (in thousands):


	As of December 31,
	2024		2023
Cash	$	58,514	$	39,462
Restricted cash	307		—
Total cash and restricted cash	$	58,821	$	39,462

Fair Value Measurements

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

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

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

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

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

Marketable Securities

The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on

the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023.

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

The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. After the assessment, if the Company does not have the intent and ability to hold the security until recovery of the unrealized loss, the difference between the fair value and amortized cost basis of the security is charged to results of operations resulting in a new amortized cost basis of the security. If the Company has the intent and ability to hold the security until recovery of the unrealized loss, the security is evaluated for potential credit losses. If a credit loss is deemed to exist, the credit loss is recognized in results of operations and an allowance for credit losses is recorded against the amortized cost basis of the security. In determining whether a credit loss exists related to an impaired debt securities, the Company considers, among other factors, the extent of the unrealized loss relative to the amortized cost basis, the credit rating of the issuer and any recent changes thereto, current and expected future economic conditions, and any adverse events or other changes in circumstances that have occurred which may indicate a potential credit loss. To date, the Company has not recognized any impairments with respect to its debt securities.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and restricted cash. The Company's cash and restricted cash are held in accounts at financial institutions that may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk beyond the standard credit risk associated with commercial banking relationships.

Property and Equipment, Net

The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative expense in the consolidated statements of operations and comprehensive loss based on the underlying nature of the associated asset. Construction in progress is not depreciated until such time that the asset is completed and placed into service.

Expected useful lives by major asset category are as follows:


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

Leases

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

The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations in the Company's consolidated balance sheets. At lease commencement, the Company records a lease liability based on the present value of the lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise and records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. Lease expense is recognized on a straight-line basis over the lease term and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rates were not readily determinable in the Company's current operating leases. As such, the incremental borrowing rates were used based on the information available at the commencement dates in determining the present value of lease payments.

The lease term for the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

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

Variable payments not dependent on an index or rate and variable payments recognized if the index or rate changes that are associated with the Company's leases are recognized when the event, activity, or circumstance is probable. Variable payments include the Company's proportionate share of certain utilities and other operating expenses and are presented as operating expenses in the Company's consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments.

Impairment of Assets

The Company reviews its assets, including property and equipment, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. These indicators include, but are not limited to, a significant change in the extent or manner in which an asset is used or its physical condition, a significant decrease in the market price of an asset, or a significant adverse change in the business or the industry that could affect the value of an asset. An asset is tested for impairment by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of the asset.

Stock-Based Compensation

The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718. The Company has issued stock-based compensation awards including stock options, RSUs, and PSUs, and also accounts for certain issuances of preferred stock and warrants in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of stock options, RSUs, and PSUs, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. For PSUs, the Company determines fair value by using a Monte Carlo simulation technique. The Company recognizes forfeitures as they occur.

Expense related to stock-based compensation awards granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based compensation awards generally vest over a one to three year requisite service period. Stock options have a

contractual term of 10 years. Expense for stock-based compensation awards with performance-based vesting conditions is only recognized when the performance-based vesting condition is deemed probable to occur. Expense for stock-based compensation awards with market-based and service-based vesting conditions is recognized ratably over the grantee's requisite service period. Compensation cost is not adjusted based on the actual achievement of the market-based performance goals. Expense related to stock-based compensation awards are recorded to research and development expense or general and administrative expense based on the underlying function of the individual that was granted the stock-based compensation award. Shares issued upon stock option exercise, PSU and RSU vesting are newly-issued common shares.

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

The assumptions used in Ocugen's Black-Scholes option-pricing model for stock options and in Ocugen's Monte Carlo simulation technique for PSUs are as follows, unless noted otherwise:

Expected Term. As Ocugen does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the expected term of employee stock options subject to service-based vesting conditions is determined using the "simplified" method, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. This expected term assumption is not an assumption used in the Company's Monte Carlo simulation technique for PSUs. The expected term of the PSUs is equal to the performance period of the PSUs.

Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen's industry for periods commensurate with the assumed expected term, due to the lack of sufficient history of Ocugen.

Risk-Free Interest Rate. The risk-free interest rate is based on the interest rate payable on United States Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

Expected Dividends. The expected dividend yield is 0% because Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock.

TSR ranking. The Company's TSR, over a three-year period, is relative to the TSR, for that same period, as related to other companies within the Nasdaq Biotechnology index. This assumption is only used for the market-based PSUs.

Collaborative Arrangements and Revenue Recognition

The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards. This assessment is performed throughout the life of the arrangements based on changes to the arrangements. For collaborative arrangements within the scope of ASC 808 the Company may analogize to ASC 606 for certain elements.

The Company identifies the goods or services promised within each collaborative arrangement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated

variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the counterparty and the transfer of the promised goods or services to the counterparty will be one year or less. The Company assessed its collaboration arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.

The Company recognizes as collaboration revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the arrangement. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete their performance obligations under the arrangements and in determining the estimated market value of the co-development services included in the transaction price. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Adjustments to original estimates will be required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted.

Under the Company's collaborative arrangements, the timing of revenue recognition and receipt of consideration may differ, and result in assets and liabilities. Assets represent revenues recognized in excess of the consideration received under collaborative arrangement. Liabilities represent the consideration received in excess of revenues recognized under collaborative arrangement.

Income Taxes

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

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

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

Recently Adopted Accounting Standards

In 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. This standard simplifies an issuer's accounting for convertible instruments by eliminating

two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The adoption of ASU 2020-06 on January 1, 2024 did not have a material impact on the Company's consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company adopted the guidance in the fiscal year beginning January 1, 2024. There was no impact on the Company's reportable segments identified and additional required disclosures have been included in Note 15.

Recent Accounting Pronouncements

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

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized to issue (in shares)	10,000,000	10,000,000
Convertible preferred stock, shares issued (in shares)	0	54,745
Convertible preferred stock, shares outstanding (in shares)	0	54,745
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	390,000,000	390,000,000
Common stock, shares issued (in shares)	291,489,058	256,688,304
Common stock, shares outstanding (in shares)	291,367,558	256,566,804
Treasury stock (in shares)	121,500	121,500

Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
RECENT ACCOUNTING PRONOUNCEMENTS
Number of operating segments \| segment	1
Interest income \| $	$ 1.3	$ 2.5
Expiration period	10 years
Stock options
RECENT ACCOUNTING PRONOUNCEMENTS
Expected dividend yield	0.00%	0.00%
Minimum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	1 year
Maximum
RECENT ACCOUNTING PRONOUNCEMENTS
Award vesting period	3 years

- Definition

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

+ References

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

Revision to Previously Reported Unaudited Financial Statements (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Changes and Error Corrections [Abstract]

Schedule of Revisions to Previously Reported Unaudited Financial Statements

The impacts of the revision to the previously reported, unaudited condensed consolidated financial statements are summarized within the tables below.


Impact of the revision for the period ended March 31, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended March 31, 2024 (as previously reported)		Adjustment	Three months ended March 31, 2024 (as adjusted)
Net loss	$	(11,924)	—	(11,924)
Net loss attributable to common shareholders— basic and diluted	(11,924)		25	(11,899)
Weighted shares used in calculating net loss per common share — basic and diluted	257,232,636		—	257,232,636
Net loss per share attributable to common shareholders — basic and diluted	(0.05)			(0.05)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(25)	(25)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.46)


Impact of the revision for the periods ended June 30, 2024 (in thousands, except share and per share amounts) (Unaudited)

	Three months ended June 30, 2024 (as previously reported)		Adjustment	Three months ended June 30, 2024 (as adjusted)
Net loss	$	(15,280)	—	(15,280)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(10,292)		(4,967)	(15,259)
Weighted shares used in calculating net loss per common share — basic and diluted	257,353,857		—	257,353,857
Net loss per share attributable to common shareholders — basic and diluted	(0.04)			(0.06)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(21)	(21)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.38)


	Six months ended June 30, 2024 (as previously reported)		Adjustment	Six months ended June 30, 2024 (as adjusted)
Net loss	$	(27,204)	—	(27,204)
Reacquired Series B Convertible Preferred Stock	4,988		(4,988)	—
Net loss attributable to common shareholders— basic and diluted	(22,216)		(4,941)	(27,157)
Weighted shares used in calculating net loss per common share — basic and diluted	257,293,247		—	257,293,247
Net loss per share attributable to common shareholders — basic and diluted	(0.09)			(0.11)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	—		(47)	(47)
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	—		54,745	54,745
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	—			(0.86)

Operating Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets, net	$ 3,613	$ 3,944
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Current lease obligations	$ 519	$ 574
Non-current lease obligations	3,313	3,567
Total lease liabilities	$ 3,832	$ 4,141

Net Loss per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation Basic and Diluted Earnings Per Share


	Year ended December 31,
	2024		2023
Net loss attributable to common shareholders— basic and diluted	(54,010)		(63,078)
Weighted shares used in calculating net loss per common share — basic and diluted	270,995,121		244,327,057
Net loss per share attributable to common shareholders — basic and diluted	$	(0.20)	$	(0.26)

Net loss attributable to Series B Convertible Preferred shareholders — basic and diluted	(44)		—
Weighted shares used in calculating net loss per Series B Convertible Preferred Stock — basic and diluted	54,745		—
Net loss per share attributable to Series B Convertible Preferred shareholders — basic and diluted	$	(0.80)	$	—

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

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


	Year ended December 31,
	2024	2023
Stock options to purchase common stock	16,197,148	13,161,228
RSUs	1,902,457	2,982,661
PSUs	872,352	—
Warrants	628,725	628,834
Series B Convertible Preferred Stock (as converted to common stock)	—	547,450
Total	19,600,682	17,320,173

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


	Year ended December 31,
	2024		2023
Collaborative arrangement revenue	$	4,055	$	6,036
Less:
OCU400	6,846		7,318
OCU410 and OCU410ST	3,653		4,029
NeoCart	489		1,336
COVAXIN	25		8,824
Inhaled mucosal vaccine platform	2,464		629
OCU200	379		713
Unallocated costs:
Research and development personnel costs	12,992		13,868
Facilities and other support costs	2,984		1,507
Other (a)	2,294		1,349
Total research and development	32,126		39,573
General and administrative	26,686		31,994
Total operating expenses	58,812		71,567
Loss from operations	(54,757)		(65,531)
Other income (expense), net	703		2,453
Segment and consolidated net loss	$	(54,054)	$	(63,078)

(a) Other expenses include travel for research and development and a clinical and regulatory data repository system for each program.

Debt - Narrative (Details)		1 Months Ended					12 Months Ended
Debt - Narrative (Details)	Nov. 06, 2024 shares	Nov. 30, 2024 USD ($) d	May 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2016 USD ($)
Debt
Proceeds from issuance of debt							$ 30,000,000	$ 500,000
Common Stock \| Private Placement
Debt
Number of shares issued in connection with transaction (in shares) \| shares	1,056,338
EB-5 Loan Agreement \| Loans payable
Debt
Maximum borrowing			$ 20,000,000			$ 10,000,000.0
Borrowing increments			$ 800,000		$ 800,000	$ 500,000
Interest rate			4.00%			4.00%
Proceeds from secured lines of credit			$ 500,000	$ 500,000					$ 500,000	$ 1,000,000.0
Debt Financing Transaction
Debt
Interest rate		12.25%
Proceeds from issuance of debt		$ 29,200,000
Variable interest rate on debt		4.25%
Aggregate of amount of outstanding principal amount of convertible debt		$ 6,000,000.0
Threshold percentage of convertible debt stock price trigger		80.00%
Threshold trading days of convertible debt election \| d		10
Maximum threshold percentage of outstanding common stock available for conversion		19.90%