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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 4, 2026
OCUGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-36751 |
|
04-3522315 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
11 Great Valley Parkway
Malvern, Pennsylvania 19355
(484) 328-4701
(Addresses, including zip code, and telephone
numbers, including area code, of principal executive offices)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
OCGN |
|
The Nasdaq Stock Market LLC
(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On March 4, 2026, Ocugen, Inc. (the “Company”)
issued a press release announcing certain financial results for the fourth quarter and the fiscal year ended December 31, 2025. The
Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on March 4, 2026, to discuss these financial results
and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation
materials will be posted on the Company’s website at www.ocugen.com. Copies of the press release and presentation materials are
furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K (this “Report”) and
incorporated herein by reference.
The information disclosed under Item 2.02 of this
Report, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release of Ocugen, Inc. dated March 4, 2026. |
| |
|
| 99.2 |
Earnings Release Presentation issued March 4, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 4, 2026
| |
OCUGEN, INC. |
| |
|
| |
By: |
/s/ Shankar Musunuri |
| |
|
Name: Shankar Musunuri |
| |
|
Title: Chairman, Chief Executive Officer, & Co-Founder |
Exhibit 99.1
Ocugen Provides Business Update with Fourth
Quarter and Full Year 2025 Financial Results
Conference Call and Webcast Today at 8:30 a.m. ET
| · | Enrollment
for the OCU400 Phase 3 liMeliGhT clinical trial—the first and largest gene therapy
registrational trial for broad retinitis pigmentosa patients—was completed. Topline
Phase 3 data expected in the first quarter 2027, advancing OCU400 towards potential approval
in 2027 |
| · | OCU410ST
Phase 2/3 pivotal confirmatory trial nearing enrollment completion. Interim data expected
in the third quarter 2026, followed by topline Phase 2/3 data in the second quarter 2027
in advance of the BLA submission. |
| · | OCU410
positive preliminary Phase 2 data announced in January. Full Phase 2 data expected in March 2026. |
| · | First
regional licensing agreement for OCU400 in 2025 initiates strategic partnership strategy
ahead of commercialization. |
| · | Rounded
out executive leadership team with top talent in business development, commercial, finance,
and operations to encompass all required expertise for upcoming growth |
Malvern,
Pa, March 4, 2026 (GLOBE NEWSWIRE) — Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a pioneering biotechnology
leader in gene therapies for blindness diseases, today reported fourth quarter and full year 2025 financial results along with
a general business update.
“Considerable development across all our modifier gene therapy
programs, notable licensing and financing agreements to strengthen our financial position, and meaningful appointments to our leadership
team made 2025 a transformative year for Ocugen,” said Dr. Shankar Musunuri, Chairman, CEO, Co-founder of Ocugen. “We
are poised to leverage upcoming catalysts and advance the business as we near the first of our three BLA filings.”
Enrollment
is now complete for the OCU400 Phase 3 liMeliGhT clinical trial for retinitis pigmentosa (RP). As a one-year clinical trial, topline
data will be available in the first quarter of 2027. These data are anticipated to support the Biologics License Application (BLA) filing
for OCU400 and potential approval in 2027. The liMeliGhT clinical trial enrolled 140 patients who were randomized 2:1 into the treatment
group (2.5×1010 vg per eye 250 µL) and untreated control group across mutations (RHO and gene-agnostic
arms). The target population included patients with early- to late-stage disease among a broad RP population, including pediatrics (3+
years). The primary endpoint is 12-month change in visual function assessed by LDNA (luminance dependent navigation assessment) with
improvement in Lux Level from baseline to 12 months. The OCU400 Phase 3 liMeliGhT clinical trial is the only broad RP gene-agnostic trial
and the largest known Phase 3 orphan gene therapy trial.
The OCU410ST
Phase 2/3 GARDian clinical trial for Stargardt disease (ST) remains ahead of schedule in preparation for the 2027 BLA filing. In
January, the Company announced publication of Phase 1 GARDian1 trial results for OCU410ST in EYE. The study supports the favorable
safety, tolerability and efficacy profile of OCU410ST and its potential to provide clinically meaningful functional and structural benefits
in ST patients. OCU410ST holds the potential to address the unmet medical need that remains for approximately 100,000 Stargardt patients
in the U.S. and Europe who have no treatment option available.
Recently, Ocugen announced positive preliminary 12-month data (~50%
of patients evaluated to date) from the Phase 2 ArMaDa clinical trial evaluating OCU410 (AAV5-RORA), its novel modifier gene
therapy for geographic atrophy (GA) secondary to dry age-related macular degeneration (dAMD). Key findings from Phase 2 include 46% lesion
growth reduction (medium + high dose vs. control; p=0.015; N=23) at 12 months and 50% responder rate with patients achieving >50%
lesion size reduction vs. control. A subgroup analysis of patients with a baseline GA size ≥7.5 mm²—representing advanced
atrophy—demonstrated a 57% reduction in lesion growth in treated eyes for medium dose and a 56% reduction in high dose compared
with control eyes. This reduction in lesion size in medium and high doses suggests OCU410 may be more effective in patients with substantial
disease burden.
The latest OCU410 data set also included encouraging 12-month Phase 1 findings where OCU410-treated eyes demonstrated 60% slower loss
of the ellipsoid zone (a structural and functional exploratory endpoint) compared to untreated fellow eyes. The 60% reduction in ellipsoid
zone (EZ) loss rate indicates that OCU410 treatment is substantially slowing the rate of photoreceptor degeneration compared to the natural
history observed in the untreated fellow eye of the same patient.
“With approximately 2 to 3 million GA patients in the U.S. and
Europe combined, OCU410 represents a significant market opportunity. Current therapies have notable limitations, and there are no treatments
approved for GA in Europe, as existing FDA-approved options fail to demonstrate meaningful functional outcomes,” said Dr. Musunuri.
“OCU410 is therefore well-positioned to address this critical unmet need, and we look forward to reporting full data from the OCU410
Phase 2 clinical trial this month and initiating Phase 3 in 2026.”
The licensing agreement with Kwangdong Pharmaceutical, Co., Ltd. for the exclusive Korean rights to OCU400—with upfront
fees and near-term development milestone payments, along with royalties—was a critical step in Ocugen’s business development
strategy, affirming a regional partnership approach for OCU400 that preserves the Company’s rights to larger geographies while
also generating a potential return for shareholders.
To extend the cash runway into the fourth quarter of 2026, in January 2026
the Company secured $22.5 million in gross proceeds through an underwritten registered direct offering of common stock led by RTW Investments,
with additional participation from new and existing investors. This raise follows the $20 million registered direct offering of common
stock and warrants with Janus Henderson Investors in August 2025. The Company may receive up to $30 million of additional gross
proceeds from the August 2025 registered direct offering if the warrants are exercised in full.
“I am proud of our accomplishments in 2025, as they accelerate
our drive to achieve even more significant clinical and pre-commercial objectives in 2026,” said Dr. Musunuri. “With
a full bench of experienced leadership across the organization, I am confident that we have the resources and know-how to take Ocugen
to the next level.”
Business Updates
Novel Modifier Gene Therapy Platform—Targeting Three BLA
Filings in the Next Three Years
| · | OCU400
– Completed enrollment in the Phase 3 liMeliGhT clinical trial for OCU400 and are on
track to file the rolling BLA in the third quarter of 2026. Subjects will be followed for
a year after dosing for primary endpoint analyses. Positive long-term, 3-year Phase 1/2 durable,
safety and tolerability data demonstrates sustained clinically meaningful, approximately
2-line LLVA gain, reinforcing durable gene-agnostic benefit. |
| · | OCU410ST
– The Phase 2/3 GARDian3 pivotal confirmatory trial is progressing ahead of schedule
with anticipated enrollment completion in the first quarter of 2026. Interim data is expected
in the third quarter of 2026. |
| · | OCU410
– In January 2026, Ocugen announced positive preliminary 12-month data for
Phase 2 subjects from the ArMaDa clinical trial for GA secondary to dAMD. The complete data
set for the ArMaDa trial is expected to be available in March 2026. |
Other Programs
| · | OCU200
– No serious adverse events (SAEs) or adverse events (AEs) related to OCU200 reported
to date across the dose-escalation cohorts and trial enrollment is expected to be completed
by the first quarter of 2026. |
| · | OCU500
– NIAID intends to initiate the OCU500 Phase 1 clinical trial in the second quarter
of 2026. |
| · | NeoCart
– Created OrthoCellix as a wholly-owned subsidiary of Ocugen for the regenerative
cell therapy assets with a goal of obtaining independent financing. |
Financial Results
| · | Fourth
quarter — Research and development expenses for the three months ended December 31,
2025, were $10.7 million compared to $8.3 million for the three months ended
December 31, 2024. General and administrative expenses for the three months ended December 31,
2025, were $6.1 million compared to $6.3 million for the three months ended December 31,
2024. Ocugen reported a $0.06 net loss per common share for the three months ended December 31,
2025, compared to a $0.05 net loss per common share for the three months ended December 31,
2024. |
| · | Full
year — Research and development expenses for the year ended December 31,
2025, were $39.8 million compared to $32.1 million for the year ended December 31,
2024. General and administrative expenses for the year ended December 31, 2025, were
$27.6 million compared to $26.7 million for the year ended December 31, 2024.
Ocugen reported a $0.23 net loss per common share for the year ended December 31, 2025,
compared to a $0.20 net loss per common share for the year ended December 31, 2024. |
| · | Ocugen’s
cash and restricted cash, totalled $18.9 million as of December 31, 2025, compared
to $58.8 million as of December 31, 2024. The Company estimates that additional
proceeds from the $22.5 million financing in January 2026 will enable it to fund its
operations into the fourth quarter of 2026. If the Janus Henderson warrants are fully exercised
this year, it is expected that cash runway will be extended into the second quarter of 2027.
The Company had 312.4 million shares of common stock outstanding as of December 31,
2025. |
Conference Call and Webcast Details
Ocugen has scheduled a conference call and webcast for 8:30 a.m. ET
today to discuss the financial results and recent business highlights. Ocugen’s leadership team will host the call, which will
be open to all listeners. There will also be a question-and-answer session following the prepared remarks.
Attendees are invited to participate on the call or webcast using
the following details:
Dial-in
Numbers: (800) 715-9871 for U.S. callers and (646) 307-1963 for international callers
Conference ID: 3029428
Webcast:
Available on the events section of the Ocugen investor site
A replay
of the call and archived webcast will be available for approximately 45 days following the event on the Ocugen investor
site.
About
Ocugen, Inc.
Ocugen, Inc. is a pioneering biotechnology leader in gene therapies
for blindness diseases. Our breakthrough modifier gene therapy platform has the potential to address significant unmet medical need for
large patient populations through our gene-agnostic approach. Unlike traditional gene therapies and gene editing, Ocugen’s modifier
gene therapies address the entire disease—complex diseases that are potentially caused by imbalances in multiple gene networks.
Currently we have programs in development for inherited retinal diseases and blindness diseases affecting millions across the globe,
including retinitis pigmentosa, Stargardt disease, and geographic atrophy—late stage dry age-related macular degeneration. Discover
more at www.ocugen.com and follow us on X and LinkedIn.
Cautionary
Note on Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995, including, but not limited to, strategy, business plans and objectives
for Ocugen’s clinical programs, plans and timelines for the preclinical and clinical development of Ocugen’s product candidates,
including the therapeutic potential, clinical benefits and safety thereof, expectations regarding timing, success and data announcements
of current ongoing preclinical and clinical trials, including the timing of enrollment and data readouts, the ability to initiate new
clinical programs, Ocugen’s financial condition and expected cash runway into the fourth quarter of 2026, statements regarding
qualitative assessments of available data, potential benefits, expectations for ongoing clinical trials, anticipated regulatory filings
and anticipated development timelines, statements regarding potential market size and commercial possibilities of Ocugen’s
product candidates, and Ocugen’s projections under its license agreement with Kwangdong Pharmaceutical Co., Ltd., which are
subject to risks and uncertainties. We may, in some cases, use terms such as “predicts,” “believes,” “potential,”
“proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,”
“intends,” “may,” “could,” “might,” “will,” “should,” or other
words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject
to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from our current
expectations, including, but not limited to, the risks that preliminary, interim and top-line clinical trial results may not be indicative
of, and may differ from, final clinical data; that unfavorable new clinical trial data may emerge in ongoing clinical trials or through
further analyses of existing clinical trial data; that earlier non-clinical and clinical data and testing of may not be predictive of
the results or success of later clinical trials; and that that clinical trial data are subject to differing interpretations and assessments,
including by regulatory authorities. These and other risks and uncertainties are more fully described in our annual and periodic filings
with the Securities and Exchange Commission (SEC), including the risk factors described in the section entitled “Risk Factors”
in the quarterly and annual reports that we file with the SEC. Any forward-looking statements that we make in this press release speak
only as of the date of this press release. Except as required by law, we assume no obligation to update forward-looking statements contained
in this press release whether as a result of new information, future events, or otherwise, after the date of this press release.
Contact:
Tiffany Hamilton
AVP, Head of Communications
Tiffany.Hamilton@ocugen.com
(Tables to follow)
OCUGEN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
| | |
As of December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 18,571 | | |
$ | 58,514 | |
| Prepaid expenses and other current assets | |
| 5,769 | | |
| 3,168 | |
| Total current assets | |
| 24,340 | | |
| 61,682 | |
| Property and equipment, net | |
| 14,392 | | |
| 16,554 | |
| Restricted cash | |
| 316 | | |
| 307 | |
| Other assets | |
| 4,468 | | |
| 3,899 | |
| Total assets | |
$ | 43,516 | | |
$ | 82,442 | |
| Liabilities and stockholders' equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 6,202 | | |
$ | 4,243 | |
| Accrued expenses and other current liabilities | |
| 14,733 | | |
| 15,500 | |
| Operating lease obligations | |
| 858 | | |
| 519 | |
| Current portion of long term debt | |
| 1,250 | | |
| 1,326 | |
| Total current liabilities | |
| 23,043 | | |
| 21,588 | |
| Non-current liabilities | |
| | | |
| | |
| Operating lease obligations, less current portion | |
| 3,494 | | |
| 3,313 | |
| Long term debt, net | |
| 27,542 | | |
| 27,345 | |
| Other non-current liabilities | |
| 1,603 | | |
| 564 | |
| Total non-current liabilities | |
| 32,639 | | |
| 31,222 | |
| Total liabilities | |
| 55,682 | | |
| 52,810 | |
| Stockholders' equity | |
| | | |
| | |
| | |
| | | |
| | |
| Convertible preferred stock | |
| - | | |
| - | |
| Common stock | |
| 3,125 | | |
| 2,915 | |
| Treasury stock | |
| (48 | ) | |
| (48 | ) |
| Additional paid-in capital | |
| 392,763 | | |
| 366,938 | |
| Accumulated other comprehensive income | |
| 61 | | |
| 48 | |
| Accumulated deficit | |
| (408,067 | ) | |
| (340,221 | ) |
| Total stockholders' equity | |
| (12,166 | ) | |
| 29,632 | |
| Total liabilities and stockholders' equity | |
$ | 43,516 | | |
$ | 82,442 | |
OCUGEN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)
| | |
Three months ended
December 31, | | |
Year ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Collaborative arrangement revenue | |
$ | (193 | ) | |
$ | 764 | | |
$ | 4,413 | | |
$ | 4,055 | |
| Total revenue | |
| (193 | ) | |
| 764 | | |
| 4,413 | | |
| 4,055 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 10,670 | | |
| 8,290 | | |
| 39,750 | | |
| 32,126 | |
| General and administrative | |
| 6,132 | | |
| 6,314 | | |
| 27,579 | | |
| 26,686 | |
| Total operating expenses | |
| 16,802 | | |
| 14,604 | | |
| 67,329 | | |
| 58,812 | |
| Loss from operations | |
| (16,995 | ) | |
| (13,840 | ) | |
| (62,916 | ) | |
| (54,757 | ) |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 144 | | |
| 408 | | |
| 922 | | |
| 1,251 | |
| Interest expense | |
| (1,331 | ) | |
| (601 | ) | |
| (5,188 | ) | |
| (688 | ) |
| Other income (expense) | |
| 476 | | |
| 153 | | |
| (664 | ) | |
| 140 | |
| Other (expense) income, net | |
| (711 | ) | |
| (40 | ) | |
| (4,930 | ) | |
| 703 | |
| Net loss | |
$ | (17,706 | ) | |
$ | (13,880 | ) | |
$ | (67,846 | ) | |
$ | (54,054 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to common shareholders— basic and diluted | |
| (17,706 | ) | |
| (13,880 | ) | |
| (67,846 | ) | |
| (54,054 | ) |
| Weighted shares used in calculating net loss per common share — basic and diluted | |
| 312,339,265 | | |
| 290,924,531 | | |
| 300,167,989 | | |
| 270,995,121 | |
| Net loss per share attributable to common shareholders — basic and diluted | |
$ | (0.06 | ) | |
$ | (0.05 | ) | |
$ | (0.23 | ) | |
$ | (0.20 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| 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 | ) |
Exhibit 99.2

Courageous Innovation Dedicated to Bringing Game - Changing Gene Therapies to Market and Working Even Harder to Provide Access to Patients Globally

2 This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 , including, but not limited to, strategy, business plans and objectives for Ocugen’s clinical programs, plans and timelines for the preclinical and clini cal development of Ocugen’s product candidates, including the therapeutic potential, clinical benefits and safety thereof, expectations regarding timing, su ccess and data announcements of current ongoing preclinical and clinical trials, including the timing of enrollment and data readouts, the ability to init iat e new clinical programs, Ocugen’s financial condition and expected cash runway into the fourth quarter of 2026, statements regarding qualitative assessments of av ailable data, potential benefits, expectations for ongoing clinical trials, anticipated regulatory filings and anticipated development timelines, statem ents regarding potential market size and commercial possibilities of Ocugen’s product candidates, and Ocugen’s projections under its license agreement with Kwa ngdong Pharmaceutical Co., Ltd., which are subject to risks and uncertainties. We may, in some cases, use terms such as “predicts,” “believes,” “po ten tial,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that con vey uncertainty of future events or outcomes to identify these forward - looking statements. Such statements are subject to numerous important factors, risks, and unc ertainties that may cause actual events or results to differ materially from our current expectations, including, but not limited to, the risks that pr eli minary, interim and top - line clinical trial results may not be indicative of, and may differ from, final clinical data; that unfavorable new clinical trial data ma y e merge in ongoing clinical trials or through further analyses of existing clinical trial data; that earlier non - clinical and clinical data and testing of may not be predictive of the results or success of later clinical trials; and that that clinical trial data are subject to differing interpretations and assessments, includi ng by regulatory authorities. These and other risks and uncertainties are more fully described in our annual and periodic filings with the Securities and Exchange Co mmi ssion (SEC), including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that we file with the SEC. Any forward - looking statements that we make in this presentation speak only as of the date of this presentation. Except as required by law, we assume no obligati on to update forward - looking statements contained in this presentation whether as a result of new information, future events, or otherwise, after the date of this presentation. Forward Looking Statement Ocugen - Fourth Quarter & Full Year 2025 Business Update

3 Targeting Three Biologics License Applications (BLAs) in Three Years Pipeline Phase I Phase II Phase III Target BLA/ MAA * Submission Program 300, 000 (U.S. + EU) Gene - agnostic targeting >100 genes, broad indication ABCA4 - associated retinopathies caused by 1,200+ mutations Advanced dry age - related macular degeneration ( d AMD ) Phase 3 in Progress (Largest Orphan Gene Therapy Clinical Trial) Phase 2/3 Pivotal Confirmatory Clinical Trial in Progress Plan to Initiate Phase 3 in 2026 2026 2027 2028 100, 000 (U.S. + EU) 2 - 3 million (U.S. + EU) Retinitis Pigmentosa Stargardt Disease Geographic Atrophy OCU400 OCU410ST OCU410 Designations: RMAT 1 , ODD 2 , OMPD 3 & ATMP 4 Designation: ODD, RPDD 5 & OMPD Designation: ATMP 1 Regenerative Medicine Advanced Therapy (RMAT); 2 Orphan Drug Designation (ODD); 3 Orphan Medicinal Product Designation (OMPD); 4 Advance Therapy Medicinal Products (ATMP); 5 Rare Paediatric Disease Designation (RPDD); Rolling Submission * Market Authorization Application will follow BLA submission Ocugen - Fourth Quarter & Full Year 2025 Business Update

OCU400 Retinitis Pigmentosa (RP) Broad indication, gene - agnostic, targets 100+ genes

5 OCU400 First - in - Class Gene Therapy for Retinitis Pigmentosa Retinitis Pigmentosa Retinitis Pigmentosa (RP) is a group of rare, inherited retinal diseases caused by mutations in over 100 genes, leading to progressive vision loss and, in many cases , blindness. 1.6 million 2,000 1 Market Potential U.S. + EU approved treatment ava ila ble globally suffer from RP $52 M peak annual sales Luxturna® only addresses one gene (RPE65) Regulatory Milestone s (Anticipated) One product for all 100 genes delivered via a single, subretinal injection Designations OCU400 Phase 3 trial enrollment complete — largest orphan gene therapy trial for RP Manufacturing process validation Rolling submission U.S. (BLA) FDA (RMAT + ODD) EMA (ATMP+ OMPD) Patients going untreated 298,000 Regenerative Medicine Advanced Therapy (RMAT); Orphan Drug Designation (ODD); Orphan Medicinal Product Designation (OMPD); EAP= Expanded Access Program 2026 2027 Phase 3 trial topline data — largest orphan gene therapy trial for RP BLA completed with MAA to follow Recent Milestones Completed Phase 3 trial enrollment Positive long - term, 3 - year Phase 1/2 durability data Ocugen - Fourth Quarter & Full Year 2025 Business Update

6 Phase 3 liMeliGhT Trial — Largest RP Data Set OCU400 Phase 3 Study Design Endpoints MT D Determined in Phase 1/2 Control Group No Treatment Treatment Group 2.5 п ͳͲ ଵ vg per eye 250 µL 140 RP patients 2:1 ratio Visual function improvement in treated eye vs. control eye Assessed by Low Luminance Visual Acuity (LLVA) Target Population Early - to late - stage disease in broad RP population i ncluding pediatrics ( 3 + years) 12 - month change in f unction vision assessed by LDNA* Improvement in Lux Level i n LDNA from baseline to 12 months Primary Secondary 2 1 *LDNA= Luminance Dependent Navigation Assessment is a mobility test administered on a maze under different lux levels Ocugen - Fourth Quarter & Full Year 2025 Business Update Exploratory: Patient Global Impression of Change (PGIC) Top Genes Associated with RP


OCU410ST Stargardt Disease ABCA4 - associated retinopathies >1,200 mutations

OCU410ST First - in - Class Gene Therapy for Stargardt Disease Stargardt Disease A rare IRD associated with 1,200+ mutations of the ABCA4 gene 1 million 0 Market Potential U.S. + EU approved treatments available globally suffer from ABCA4 - associated retinopathies Regulatory Milestone s (Anticipated) F or upregulation of networks of key genes improving the cell environment and survival with a single, subretinal injection Designations OCU410ST 2025 Initiated pivotal Phase 2 / 3 2027 Topline Data, BLA submission FDA ( RPD D + ODD ) EMA (ATMP+ OMPD) 100% of Patients going untreated 100,000 Potential Patients Advanced Therapeutic Medicinal Product (ATMP); Orphan Drug Designation (ODD); Orphan Medicinal Product Designation (OMPD) 2026 Complete enrollment Interim analysis 9 Ocugen - Fourth Quarter & Full Year 2025 Business Update

10 GARDian3 - Phase 2/3 Pivotal Confirmatory Trial OCU410ST Endpoints Trial Design Randomized 2:1 (N=51) DSMB 4 - week Data Reviews Functional improvement in vision vs. control eye Assessed by LLVA and BCVA EZ analysis (exploratory) Target Population Early - to late - stage disease population Including pediatrics ( 3 + years) 12 - month change in atrophic lesion size from baseline vs. control Measured in mm 2 by fundus autofluorescence (FAF) 34 Treatment Group 3 п 10 10 vg per eye in 200 µL 17 Control Group No Treatment First Second 17 17 All Subjects M TD Established in Phase 1 Primary Secondary Adaptive design with sample size re - estimation [Mid - 2026] Interim Analysis: 24 subjects complete 8 months post - OCU410ST (16 treated and 8 controls) DMC Interim - Data Analysis Ocugen - Fourth Quarter & Full Year 2025 Business Update

11 Phase 1 GARDian1 Trial Demonstrated Clinically Meaningful Benefit OCU410ST Treated Eyes Untreated Eyes Atrophic Lesion Growth * 54 % slower compared to untreated eyes Visual Function * 100% Stabilized or Improved compared to untreated eyes Nearly 1 - line gain In visual acuity compared to untreated eyes Improvement 1 from Baseline Decrease from Baseline Stabilization Improvement or Preservation in evaluable Treated Eyes Preservation = - /+4 letters from Baseline, Improvement: ≥5 Letters from Baseline No Serious Adverse Events Reported N=6 N=6 *Khanani et al ., Nature Eye, January 10, 2026 ( https://doi.org/10.1038/s41433 - 025 - 04202 - 5 ) Ocugen - Fourth Quarter & Full Year 2025 Business Update

12 Source : Velaga et al., BMJ Open Ophthalmology 2021 Ocugen - Fourth Quarter & Full Year 2025 Business Update Why EZ? OCU410ST • EZ is a hyperreflective band representing photoreceptor inner/outer segment junction • Indicates photoreceptor health line OCT • Biomarker for photoreceptor structural integrity and metabolic health • EZ disruption precedes RPE loss and visible atrophy in GA and Stargardt disease What is Ellipsoid Zone (EZ) • EZ loss predicts future visual acuity decline and impacts functional outcomes Structure - Function Correlation • EZ changes occur before visible RPE atrophy expansion in GA progression • Enables earlier intervention and more sensitive treatment effect detection in GA and Stargardt • Correlates to earlier functional therapeutic benefit (effect as early as 1 year) compared to other measures such as visual acuity (effect ≥ 2 years) Why it Matters: Early and Sensitive Detection • EZ metrics predicted treatment response in high - EZ/RPE ratio eyes as well as it is clinically meaningful • EZ is established as clinically relevant AMD/GA endpoint Proven Success in Recent Trials CS (≤1mm diameter) Normal/Intact Ellipsoid Zone Parafoveal Area (PAA) (>1mm to ≤3mm)

Data points at 12M (N=6, 3 Low Dose, 2 Med Dose, 1 High Dose) CFB= Change from Baseline, EZ preservation/restoration = ≤ +0.5 mm²/year For N=6 Subjects; 1 High dose subject with loss - to - follow up, 1 High dose subject with cataract and 1 Med dose subject with fove al detachment during surgery were not included in the analysis M12 -2 -1 0 1 2 E Z a r e a l o s s ( m m 2 ) M e a n ( ± S E M ) c h a n g e f r o m B L Treated Eye Untreated Fellow Eye • 116% relative decline in EZ loss rate with treatment • Untreated eyes show expected disease decline/atrophy 116% relative reduction in EZ in treated eyes vs. untreated eyes OCU410ST Treatment Provides Retinal Structural Preservation by Reducing EZ Loss & Photoreceptor Degeneration – Phase 1 GARDian Trial OCU410ST Ocugen - Fourth Quarter & Full Year 2025 Business Update 13

OCU410 Geographic Atrophy Advanced dry age - related macular degeneration ( dAMD )

15 OCU410 First - in - Class Gene Therapy for GA Patients Geographic Atrophy Geographic Atrophy (GA) is an advanced form of dry AMD. GA causes irreversible degeneration of retina cells in the macula, leading to loss of central vision. ~8 million 2 Market Size U.S. + EU approved treatments available that address only 1 of the 4 pathways involved in disease progression globally suffer from advanced dAMD Regulatory Milestone s (Anticipated) Designed to address all four pathways associated with GA without 6 - 12 injections per year and related side effects Designation s OCU410 2026 Initiate Phase 3 2028 Topline data, BLA submission EMA (ATMP) SYFO V RE ® and IZERVAY ® > $ 1 B combined annual sales 2 - 3M Patients Recent Milestone Positive Preliminary 12 - month Phase 2 data Approved Products in US 2026 Phase 2 full data release 2027 Complete enrollment 15 Ocugen - Fourth Quarter & Full Year 2025 Business Update

12 Months 0 1 2 3 4 G A L e s i o n A r e a ( m m 2 ) M e a n ( ± S E M ) c h a n g e f r o m B L Control Treatment (OCU410) -46% BL M6 M12 0 1 2 3 4 G A L e s i o n A r e a ( m m 2 ) M e a n ( ± S E M ) c h a n g e f r o m B L Control Treatment (OCU410) 46% Includes both foveal and subfoveal GA: geographic atrophy; Treated Eyes that received OCU410 Medium dose and OCU410 High Dose were combined for analysis Data points for Control, N=5; Treated Medium Dose, N=10; Treated High - Dose, N=8 Phase 2 — Treatment Demonstrates Reduction in GA Lesion Growth at 12 Months p=0.015 N=23 OCU410 Lesion Size 46% Reduction in treatment group compared to controls Disease Progression Slower Atrophy Growth compared to controls 16 Ocugen - Fourth Quarter & Full Year 2025 Business Update

Phase 2 — Demonstrates Superior Clinical Effects in GA Patients Significant Lesion Size Reduction Compared to Control Responder Rate to OCU410 Treatment 46% 22% OCU410 Approved Therapies with monthly injections 1 Percentage Reduction in GA Lesion Growth (Treatment vs Control) Approved therapies benchmark 12 M 24 M OCU410 Oaks and Derby Study reports are obtained from Heier e tal ., 2023, PMID:37865470 1 Data presented are based on package inserts of approved therapies. OCU410 remains investigational, and no head - to - head trials have been conducted. 17 Ocugen - Fourth Quarter & Full Year 2025 Business Update

Similar GA Lesion Growth at 12 Months for Medium and High Dose for Lesion Size ≥7.5mm 2 at Baseline Includes both foveal and sub foveal GA: geographic atrophy, Data points for Control, N=3; Treated Medium Dose, N=5; Treated H igh - Dose, N=6 OCU410 Lesion Size 57% vs 56% lesion reduction in medium dose and high dose compared to controls Disease Progression Slower Lesion Growth in both dose groups compared to controls 18 No difference observed between doses Baseline 6M 12M 0 1 2 3 4 5 G A L e s i o n A r e a ( m m 2 ) M e a n ( ± S E M ) c h a n g e f r o m B L Control OCU410 - Medium Dose OCU410 - High Dose Timeline (Months) -57% -56% p= 0.04 p= 0.04 Ocugen - Fourth Quarter & Full Year 2025 Business Update

Phase 1 — Treatment Provides Retinal Structural Preservation by Reducing EZ Loss & Photoreceptor Degeneration 19 M=Months Data points at 12M (N=7, 3 Low Dose, 2 Med Dose, 2 High Dose) 1 High dose subject with loss - to - follow up, and 1 Med dose subject with foveal detachment during surgery were not included in th e analysis Preservation= reduction in the loss of EZ and EZ/RPE (photoreceptors) as a treatment outcome M12 0 1 2 3 4 5 6 E Z a r e a l o s s ( m m 2 ) M e a n ( ± S E M ) c h a n g e f r o m B L Treated Eyes Untreated Fellow Eyes OCU410 BLM12 BLM12 0.0 0.5 1.0 1.5 2.0 2.5 E Z / R P E a t r o p h y r a t i o M e a n ( ± S E M ) Treated Eye Untreated Fellow Eye EZ loss 60% slower compared to untreated fellow eyes EZ - RPE loss Reduced compared to untreated fellow eyes potential treatment effect Ocugen - Fourth Quarter & Full Year 2025 Business Update

20 Additional Programs Pipeline Progress & Strategic Updates OCU200 • Targeting diabetic macular edema (DME) • No serious adverse events or OCU200 - related AEs reported across dose - escalation cohorts to date • Enrollment on track for 1Q 2026 completion OCU500 • Inhaled vaccine (mucosal immunity) • NIAID to initiate Phase 1 trial in 2Q 2026 OrthoCellix • New wholly owned subsidiary for regenerative assets (e.g., NeoCart ) • Independent financing to maximize value for patients and Ocugen shareholders Ocugen - Fourth Quarter & Full Year 2025 Business Update

21 Executive Summary Anticipated Near - Term Targeted Milestones RP Stargardt Disease GA — Advanced dry AMD OCU400 OCU410ST OCU410 100% Enrollment Completion Interim data Initiate Rolling BLA Submission Phase 3 T opline D ata Initiate Phase 3 Phase 2 Study Results 2026 2027 1Q 2Q 3Q 4Q 1Q 2Q Phase 3 top line data BLA Submission Ocugen - Fourth Quarter & Full Year 2025 Business Update BLA Completion

22 Executive Summary Appointments to Executive Leadership Team Ocugen - Fourth Quarter & Full Year 2025 Business Update Abhi Gupta Executive Vice President, Commercial and Business Development Rita Johnson - Greene Chief Financial Officer Paul Staid Executive Vice President, Operations

Financial Update Three months ended December 31, 2025 Statement of Operations 2024 2025 $8.3 $10.7 Research and development expense 6.3 6.1 General and administrative expense (0.2) (1.2) Interest (expense) income, net $(13.9) $(17.7) Net loss $(0.05) $(0.06) Net loss per share of common stock — basic and diluted December 31, 2024 (audited) December 31, 2025 Balance Sheet Data $58.8 $18.9 Cash and restricted cash $28.7 $28.8 Debt 291,367,558 312,379,972 Shares outstanding Gross proceeds of $22.5 raised in Jan 2026 extends cash runway into Q4 2026 Expected conversion of warrants exercised by Janus Henderson for an additional gross proceeds of $30 million which will extend cash runway into 2Q 2027 Except as otherwise noted, all amounts are in millions, except per share amounts Ocugen - Fourth Quarter & Full Year 2025 Business Update 23

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