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0001372299
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2026-11-04
2026-11-04
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
November 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) |
|
(IRS Employer
Identification No.) |
|
11 Great Valley Parkway
Malvern, Pennsylvania |
|
19355 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (484) 328-4701
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, par value $0.01 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 November 4, 2026, Ocugen, Inc (the “Company”)
issued a press release announcing certain financial results for the quarter ended September 30, 2026. The Company has scheduled a conference
call and webcast for 8:30 a.m. Eastern Time on November 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 Number |
|
Description |
| |
|
|
| 99.1 |
|
Earnings Press Release of Ocugen, Inc., dated November 4, 2026. |
| 99.2 |
|
Earnings Release Presentation of Ocugen, Inc., issued November 4, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
OCUGEN, INC. |
| |
|
|
| Date: November 4, 2026 |
By: |
/s/ Shankar Musunuri |
| |
|
Name: Shankar Musunuri |
| |
|
Title: Chairman, Chief Executive Officer, & Co-Founder |
Exhibit 99.1

Ocugen Provides Business Update with Third Quarter
2026 Financial Results
Conference Call and Webcast Today at 8:30 a.m.
ET
| · | Received
Provisional Approval and Priority Designation for OCU400 in The Bahamas |
| o | Executed agreement with local partner Global Alliance for Regenerative Medicine (GARM) to coordinate and manage patient care |
| o | Progressing site readiness in preparation to accept patients |
| o | Advancing toward full approval and potential patient enrollment as early as year-end |
| · | Executed an exclusive OCU400 license agreement for the Middle East and North Africa (MENA) with Roots Pharmaceutical |
| · | Initiated dosing in Phase 3 ArMaDa3 trial of OCU410 for geographic atrophy (GA) |
| · | Cash, cash equivalents, restricted cash, and short-term investments of $84.6 million as of September 30, 2026; with expected runway
into 2028 |
MALVERN, Pa., November 4, 2026 -- Ocugen, Inc. (“Ocugen”
or the “Company”) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness diseases, today reported
third quarter 2026 financial results along with a general business update.
“With three Phase 3 modifier gene therapy programs underway,
Ocugen is executing against a clear strategy of advancing our pipeline and leveraging strategic partnerships to expand global reach and
potentially bring our therapies to patients worldwide,” said Dr. Shankar Musunuri, Chairman, CEO and Co-Founder of Ocugen. “As
we demonstrated in the third quarter, we remain focused on executing key clinical and regulatory milestones, expanding our commercial
opportunities, and maintaining a disciplined approach as we advance toward the anticipated OCU400 Phase 3 topline data early next year.”
Ocugen continues to advance its three late-stage modifier gene therapy
programs toward key clinical and regulatory milestones, with OCU400 expected to be the first Phase 3 study to read out in the first quarter
of 2027. The Company remains focused on execution across its pivotal programs while preparing for potential regulatory submissions and
broader patient access opportunities.
Clinical Program Updates
OCU400 (RP)
| · | Granted Provisional Approval and Priority Designation from the Longevity and Regenerative Therapies (LARTA) Board of The Bahamas;
agreement with local partner, GARM, to manage process; site readiness progressing; LARTA final approval and potential patient enrollment
as early as year-end |
| · | Completed an exclusive OCU400 license for MENA with Roots Pharmaceutical. Ocugen is eligible for up to $4 million in combined upfront
license fee and potential initial development milestone payments, up to $255 million of potential sales milestones, and a 22% royalty
on net sales, and will manufacture commercial supply. It is Ocugen’s second regional OCU400 license agreement, following Kwangdong
Pharmaceutical in South Korea |
| · | Top-line data from the 140-patient Phase 3 liMeliGhT trial are expected in the first quarter of 2027, followed by a planned Biologics
License Application (BLA) submission; completed Process Performance Qualification (PPQ) batches to support the BLA and commercial launch
supply |

OCU410ST (Stargardt disease)
| · | Topline data from the Phase 2/3 pivotal confirmatory trial (N=63 subjects) are anticipated in the second quarter of 2027, with a planned
BLA submission to follow |
OCU410 (GA)
| · | Announced the first patient dosed in ArMaDa3, a 240-subject global Phase 3 trial randomizing patients 2:1 to a single subretinal injection
of OCU410 or untreated control across the U.S., Canada, and Europe; the primary endpoint is GA lesion growth over 12 months |
| · | Presented 12-month Phase 2 ArMaDa2 results at three scientific conferences, including two podium presentations at AAO 2026 |
Corporate Updates
| • | Named Jolanda Crombach General Manager of its newly established European affiliate in Amsterdam to support the OCU410 Phase 3 development
program, upcoming marketing authorization submissions, and potential commercialization in Europe. Ms. Crombach most recently served as
Managing Director and Board Member of Moderna Netherlands and previously held leadership roles at MSD (Merck) and Pfizer |
Third Quarter 2026 Financial Results
| · | The Company’s cash, cash equivalents, restricted cash, and short-term investments totaled $84.6 million as of September 30,
2026, which is expected to extend the runway into 2028 |
| · | The Company had 339.3 million shares of common stock outstanding as of September 30, 2026 |
| · | Total operating expenses for the three months ended September 30, 2026, were $19.7 million and included research and development expenses
of $12.5 million and general and administrative expenses of $7.2 million, compared to total operating expenses for the three months ended
September 30, 2025, of $19.4 million that included research and development expenses of $11.1 million and general and administrative expenses
of $8.2 million |
| · | Ocugen reported a $(0.01) net loss per common share for the three months ended September 30, 2026, compared to a $(0.07) net loss
per common share for the three months ended September 30, 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 senior management 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 using the following
details:
Dial-in Numbers: (800) 715-9871 for U.S. callers and (646) 307-1963
for international callers
Conference ID: 6835403
Webcast: https://edge.media-server.com/mmc/p/w8rytgud
(also available on the investor section of the Ocugen website)
A replay of the call and archived webcast will be available on the
Ocugen investor site.
About Ocugen, Inc.
Ocugen, Inc. is a pioneering biotechnology company developing gene
therapies for blindness diseases. The Company’s breakthrough modifier gene therapy platform has the potential to address significant
unmet medical needs across large patient populations through a gene-agnostic approach. Unlike traditional gene therapies and gene-editing
technologies that target a single gene mutation, Ocugen’s modifier gene therapies are designed to address the underlying disease
biology by restoring balance across multiple gene networks. The Company is currently advancing programs for inherited retinal diseases
and other causes of blindness that affect millions worldwide, including retinitis pigmentosa, Stargardt disease, and geographic atrophy,
an advanced form of dry age-related macular degeneration. Discover more at www.ocugen.com and follow the Company on LinkedIn
and X.
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 2028, 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, statements regarding the ability to
obtain the full LARTA approval in The Bahamas, and statements regarding the anticipated benefits to Ocugen of the definitive license agreement
and supply agreement with Roots Pharmaceutical, 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 receipt
of Provisional LARTA Approval and Priority Designation may not lead to faster regulatory review and full approval, that the license agreement
and supply agreement with Roots Pharmaceutical Company will not lead to the current anticipated benefits to Ocugen, 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 may not be predictive of the results or success of later clinical trials; and 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 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.
Contacts
Investors:
Candice Masse, astr partners
candice.masse@astrpartners.com
Media:
Chris Clark. Ocugen
chris.clark@ocugen.com
(Tables to follow)
OCUGEN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
| | |
Sep 30, 2026 | | |
Dec 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 24,632 | | |
$ | 18,571 | |
| Short-term investments | |
| 59,625 | | |
| - | |
| Prepaid expenses and other current assets | |
| 7,170 | | |
| 5,769 | |
| Total current assets | |
| 91,427 | | |
| 24,340 | |
| Property and equipment, net | |
| 12,711 | | |
| 14,392 | |
| Restricted cash | |
| 321 | | |
| 316 | |
| Other assets | |
| 3,602 | | |
| 4,468 | |
| Total assets | |
$ | 108,061 | | |
$ | 43,516 | |
| Liabilities and stockholders' equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 5,074 | | |
$ | 6,202 | |
| Accrued expenses and other current liabilities | |
| 12,683 | | |
| 14,733 | |
| Operating lease obligations | |
| 846 | | |
| 858 | |
| Convertible notes | |
| 83,117 | | |
| - | |
| Derivative liability | |
| 17,146 | | |
| - | |
| Current portion of long-term debt | |
| 35 | | |
| 1,250 | |
| Total current liabilities | |
| 118,901 | | |
| 23,043 | |
| Non-current liabilities | |
| | | |
| | |
| Operating lease obligations, less current portion | |
| 2,821 | | |
| 3,494 | |
| Long term debt, net | |
| 1,743 | | |
| 27,542 | |
| Other non-current liabilities | |
| 2,277 | | |
| 1,603 | |
| Total non-current liabilities | |
| 6,841 | | |
| 32,639 | |
| Total liabilities | |
$ | 125,742 | | |
$ | 55,682 | |
| | |
| | | |
| | |
| Stockholders' equity (deficit) | |
| | | |
| | |
| Common stock | |
| 3,392 | | |
| 3,125 | |
| Treasury stock | |
| (48 | ) | |
| (48 | ) |
| Additional paid-in capital | |
| 434,548 | | |
| 392,763 | |
| Accumulated other comprehensive income | |
| 146 | | |
| 61 | |
| Accumulated deficit | |
| (455,719 | ) | |
| (408,067 | ) |
| Total stockholders' equity (deficit) | |
| (17,681 | ) | |
| (12,166 | ) |
| Total liabilities and stockholders' equity | |
$ | 108,061 | | |
$ | 43,516 | |

OCUGEN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(Unaudited)
| |
|
Three months
ended Sep 30, |
|
|
Nine months
ended Sep 30, |
|
| |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
| Collaborative arrangement revenue |
|
$ |
1,951 |
|
|
$ |
1,752 |
|
|
$ |
4,973 |
|
|
$ |
4,606 |
|
| Total revenue |
|
|
1,951 |
|
|
|
1,752 |
|
|
|
4,973 |
|
|
|
4,606 |
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development |
|
|
12,500 |
|
|
|
11,149 |
|
|
|
34,445 |
|
|
|
29,081 |
|
| General and administrative |
|
|
7,204 |
|
|
|
8,228 |
|
|
|
22,563 |
|
|
|
21,446 |
|
| Total operating expenses |
|
$ |
19,704 |
|
|
$ |
19,377 |
|
|
$ |
57,008 |
|
|
$ |
50,527 |
|
| Loss from operations |
|
|
(17,753 |
) |
|
|
(17,625 |
) |
|
|
(52,035 |
) |
|
|
(45,921 |
) |
| Interest income |
|
|
649 |
|
|
|
207 |
|
|
|
1,174 |
|
|
|
778 |
|
| Interest expense |
|
|
(3,090 |
) |
|
|
(1,314 |
) |
|
|
(8,886 |
) |
|
|
(3,856 |
) |
| Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
(2,383 |
) |
|
|
- |
|
| Change in fair value of derivative liability |
|
|
16,562 |
|
|
|
- |
|
|
|
14,671 |
|
|
|
- |
|
| Other (expense) income, net |
|
|
34 |
|
|
|
(1,319 |
) |
|
|
(194 |
) |
|
|
(1,141 |
) |
| Total other (expense) income |
|
$ |
14,155 |
|
|
$ |
(2,426 |
) |
|
$ |
4,382 |
|
|
$ |
(4,219 |
) |
| Net loss |
|
$ |
(3,598 |
) |
|
$ |
(20,051 |
) |
|
$ |
(47,653 |
) |
|
$ |
(50,140 |
) |
| Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
|
|
26 |
|
|
|
46 |
|
|
|
179 |
|
|
|
10 |
|
| Unrealized loss on short-term investments |
|
|
(93 |
) |
|
|
- |
|
|
|
(93 |
) |
|
|
- |
|
| Comprehensive loss |
|
$ |
(3,665 |
) |
|
$ |
(20,005 |
) |
|
$ |
(47,567 |
) |
|
$ |
(50,130 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss attributable to common shareholders — basic and diluted |
|
|
(3,598 |
) |
|
|
(20,051 |
) |
|
|
(47,653 |
) |
|
|
(50,140 |
) |
| Weighted shares used in calculating net loss per common share — basic and diluted |
|
|
339,214,302 |
|
|
|
304,003,247 |
|
|
|
335,188,753 |
|
|
|
296,066,314 |
|
| Net loss per share attributable to common shareholders — basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.17 |
) |
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 clinical development of Ocugen’s product candidates, including the therapeutic potential, clinical benefits and potential
safety thereof, expectations regarding timing, success and data announcements of current ongoing preclinical and clinical trials, the
ability to initiate new clinical programs, statements regarding qualitative assessments of available data, potential benefits, expectations
for ongoing clinical trials, anticipated regulatory filings and anticipated development timelines, 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 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 presentation speak only as of the date of this presentation.
Except as required by law, we assume no obligation 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 – Third Quarter Business Update |
| 
| 3
Pipeline
A quarter of execution across three programs
Ocugen – Third Quarter Business Update
OCU410ST
Stargardt Disease
100K U.S.+EU patients
No approved therapy
ODD · RPDD · OMPD · ATMP
Current Stage
Phase 2/3 GARDian3
Enrollment complete
Ph1 Ph2 Ph3 BLA Approved
Next Catalysts
Topline data: 2Q 2027
BLA target: Mid-2027
BLA 2027
OCU400
Retinitis Pigmentosa
300K U.S.+EU patients
298K untreated
RMAT · ODD · ATMP · OMPD
Current Stage
Phase 3
Enrollment complete
Ph1 Ph2 Ph3 BLA Approved
Next Catalysts
Topline data: 1Q 2027
BLA target: 2Q 2027
BLA 2027
OCU410
Geographic Atrophy
2–3M U.S.+EU patients
No gene therapy approved
RMAT · ATMP (EMA)
Current Stage
Phase 3 ArMaDa3
First patient dosed
Ph1 Ph2 Ph3 BLA Approved
Next Catalysts
BLA target: 2028
BLA 2028 |
| 
| 4
The largest orphan gene therapy trial ever run, targeting
approval across all RP mutations
140
patients enrolled in
Phase 3 liMeliGhT trial
(largest orphan gene therapy Ph3)
100+
RP-causing genes
addressed by a single
subretinal injection
1H 2027
topline data expected: 1Q
BLA filing target: 2Q
POPULATION
Clinical trial eligibility criteria includes early-to late-stage RP,
spanning pediatric to adult populations
PRIMARY ENDPOINT
12-month change in visual function via LDNA Lux Level
RANDOMIZATION
2:1 — treatment vs. untreated control
EU BLA PATHWAY
Single U.S. trial accepted by EMA for MAA
Trial Design:
Enrolling patients across multiple mutations, spanning pediatric to adult populations and early-to late-stage disease. No competitor has pursued
this breadth within a single trial.
GLOBAL VALIDATION SIGNAL
Kwangdong OCU400 deal — Potential sales milestones of up to $180M+ and royalties equaling 25% of net sales
Roots Pharmaceutical OCU400 deal – Potential sales milestones up to $255 million and royalties equaling 22% of net sales
OCU400
Ocugen – Third Quarter 2026 Business Update |
| 
| 5
Highlights:
• Bahamas Regulatory Agency, (LARTA1
), provided provisional approval
and priority designation of OCU400
• Advancing toward full approval and patient enrollment, under a
regulated EAP2
, potentially as early as year-end
• Executed agreement with local partner, (GARM3
), to coordinate and
manage patient care
• The EAP is open to patients around the world at commercial pricing –
potentially $1–2M per patient4
• Enables global patient access for those with high unmet medical needs
ahead of full product approval in major markets, offering an important
treatment option for patients at risk of serious vision loss and blindness
EAP Program in The Bahamas marks first OCU400 approval
1LARTA – Bahamas Regulatory Agency (Longevity and Regenerative Therapies Board)
2 Early Access Program
3. Global Alliance of Regenerative Medicine
4 Retina “Modeling Natural History and Cost-Effectiveness of Gene-Agnostic Treatment in Retinitis Pigmentosa” (link here)
OCU400
Ocugen – Third Quarter 2026 Business Update |
| 
| Phase 1/2 Subject Disposition: Safety and Post-hoc Efficacy Analysis
18
Safety analysis
All Phase 1/2 subjects
−2
→
16
Post-hoc efficacy
9 RHO
3 AD-NR2E3
4 AR-NR2E3
−3
→
13
Post-hoc efficacy
9 RHO
4 AR-NR2E3
−6
→
7
Phase 3 ITT*
Post hoc efficacy
5 RHO
2 AR-NR2E3
18 → 16
2 with surgery-related AEs
Sub#6, Sub#14
Safety analysis only
16 → 13
3 AD-NR2E3 subjects
Not included in the efficacy analysis due to a
dominant negative effect
13 → 7
6 excluded post-hoc
1 sentinel, poor visual acuity: Sub#1
5 subjects ceiling effect at baseline: Sub#7,
Sub#10, Sub#12, Sub#15, Sub#18
*Post-hoc analysis: Patients who qualify for Phase 3 Intent-to-Treat (ITT) criteria: RHO + AR-NR2E3 subjects, excluding adverse event, sentinel and ceiling effect subjects.
Ceiling effect on Mobility Test: Baseline performance at 1 Lux - Subjects already achieved the lowest illumination level measurable by the mobility test
AD, autosomal dominant; AR, autosomal recessive; ITT, intent to treat; MLMT, multi-luminance mobility test; Sub#= Subject number
Study Design
OCU400
6
Ocugen – Third Quarter 2026 Business Update |
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| Phase 1/2 Population Meeting “Intent to Treat Population” Criteria for Phase 3* at 12M
*RHO +AR-NR2E3 Subjects (- Adverse Events, Sentinel); and Ceiling Effect (RHO+AR-NR2E3) Subjects, Sub#= Subject numbers
# AR-NR2E3 Subjects: Baseline MLMT at 5 Lux level; 1 Lux level improvement resulted in ceiling effect on old scale on 0-6 Lux levels
Sub#2 (RHO) Sub#8 (RHO) Sub#9 (RHO) Sub#3 (AR-NR2E3) Sub#5 (AR-NR2E3) Sub#11 (RHO) Sub#13 (RHO)
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
Improvement in Lux Level
MLMT Scale LDNA Scale
Subject ID (with Mutation)
9 m 12 m
12 m
# 12 m
12 m
#
12 m 12 m
• Phase 3 primary endpoint revised: LDNA replaces Multi-Luminance
Mobility Test (MLMT) mobility test
• Wider range, finer resolution: 0.4–500 lux across 10 levels vs 1–400 lux
across 6 levels for MLMT
• Evenly spaced log-unit steps between lux levels and lux intensity
• Addresses the ceiling effect seen in Phase 1/2
• Clinical success: ≥2 lux level improvement from baseline at Week 52
• Why LDNA?
• Measures functional vision
• Regulatory precedent: ≥2 lux level MLMT improvement (Luxturna®)
• Correlates with visual function (e.g., LLVA) and quality of life
71.4% (5/7) of treated eyes are projected to meet ≥2 Lux
level improvement on LDNA scale
OCU400 Safety
7
Ocugen – Third Quarter 2026 Business Update |
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| OCU400
Phase 3 Study: >99% power as per current enrollment and effect size assumption
Statistical Method
• Power calculated using SAS PROC POWER.
• One-sided Fisher's Exact Test.
• Significance level (α): 0.025.
• Binary responder endpoint.
Study Design
• Total sample size: N = 140 subjects.(TRT-92, CTRL-48)
• Randomization ratio: 2:1 (Treatment : Control).
• Power estimated for each treatment-control responder rate
combination.
>93% power is maintained at 20% responder rate in treatment vs 1% in control
Scenario Treatment Group
(Responder %)
Control Group
(Responder %)
Treatment Effect
(Delta)
Statistical Power
Scenario 1 50.0% (0.50) 10.0% (0.10) +40.0% 99.8%
Scenario 2 20.0% (0.20) 1.0% (0.01) +19.0% 93.2%
Treatment vs. Control Responder Proportions
Comparative power analysis across primary endpoint response scenarios
Ocugen – Third Quarter 2026 Business Update 8 |
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| 9
First-in-Class Gene Therapy for Stargardt Disease
OCU410ST
100K
U.S. + EU patients
No approved therapy
globally
Q3 2026
GARDian3 enrollment
interim outcome
Q2 2027
topline data expected;
EMA accepted single
U.S. trial for MAA
Stargardt is the most common inherited macular dystrophy — caused by mutations in ABCA4
(1,200+ mutations), causing progressive central vision loss typically beginning in childhood.
What sets OCU410ST apart
Modifier gene approach covers all 1,200+ ABCA4 mutations with a single
therapy. Traditional approaches can't address this genetic complexity.
Phase 1 GARDian1 published
Results published in EYE journal supports favorable safety and efficacy
profile as GARDian3 pivotal confirmatory trial advances.
Pivotal confirmatory Phase 2/3 trial. 51 subjects, 2:1 randomized.
Primary endpoint: change in atrophic lesion size. One-year data
used for BLA filing.
ODD + RPDD (FDA) · OMPD + ATMP (EMA). Rare Pediatric Disease
Designation adds priority review voucher optionality at approval.
Trial: GARDian3
Designations
Ocugen – Third Quarter 2026 Business Update |
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| 10
Current GA therapy targets the lesion; none target the vision —
OCU410 was designed to do both
31%
Lesion growth reduction vs. control (p<0.05)
OCU410 Phase 2 ArMaDa2 (12 months)
lesion size ≥2.5 mm2 and ≤17.5 mm2
27%
EZ preservation
(correlates to visual function)
lesion size ≥2.5 mm2 and ≤17.5 mm2
~15–22%
Lesion reduction shown
by Izervay (12 months) + Syfovre (24 months)
no functional benefit
Lesion reduction — OCU410 vs. approved therapies (12/24 months)
OCU410 31%
Syfovre (Apellis/Biogen) 22%
Izervay (Astellas) 15%
* Approved options require monthly, or every other month, intravitreal injections with
no meaningful functional improvement. OCU410 = single subretinal injection.
Why OCU410 can win in GA
Functional wins, not just structural
Patients with GA want to see better. OCU410 data shows EZ preservation —that's
what drives adoption and reimbursement.
One injection vs. monthly burden
Syfovre and Izervay require monthly, or every other month, intravitreal injections
indefinitely. A single subretinal injection is a fundamentally different value
proposition.
First-mover in gene therapy for GA
No gene therapy is approved for GA. With the Phase 3 ArMaDa3 trial now underway,
OCU410 has a clean path to first-in-class before any competitor arrives.
Across separate trials, OCU410’s single-injection results compare favorably with approved therapies that require chronic dosing
References: Apellis OAKS/DERBY (Heier et al, Lancet, Product Insert), Khanani A, Patel S, StaurenghiG et al. Efficacy and safety of avacincaptad pegol in patients with geographic
atrophy (GATHER2): 12-month results from a randomised, double-masked, phase 3 trial The Lancet, 2023; 402, 1449-1458
OCU410
Ocugen – Third Quarter 2026 Business Update |
| 
| Proposed Endpoints
Primary • Rate of change (slope) of square root-transformed GA lesion area
(√mm²/year) from baseline to Month 12, treated eyes vs control eyes as
assessed by FAF
Secondary • Proportion of subjects with LLVA ≥15 Letter Loss from Baseline to M12 as
assessed by ETDRS visual charts at two consecutive visits.
• Rate of change of EZ area loss through Month 12, by SD-OCT
Study Design
Population • Patients ≥55 years of age or older with clinical diagnosis of GA
secondary to dry AMD
Key Eligibility
Criteria
• BCVA ≥25 letters but ≤80 letters (ETDRS chart)
• Total GA area ≥2.5 and ≤17.5 mm2 ; foveal or non-foveal GA
with uni-or multifocal lesion
• If GA is multifocal, at least one lesion must be ≥1.25mm2
• Presence of CNV in fellow eye is non exclusionary
OCU410 Global Phase 3 (ArMaDa 3) Trial Design for GA
OCU410
Ocugen – Third Quarter 2026 Business Update
Initiated Phase 3 trial and patient dosing
11
Total
Subjects
(n=240)
Treatment Arm
(1x1010 vg/eye)
(n=160)
Control Arm
(n=80)
4M 8M 12M
Day 0
D1 D2 D15 4M 8M 12M
Study Follow up
Randomization
Treatment
BLA
submission |
| 
| 12
Three indications. 3+ million patients. Multibillion market.
Market Opportunity
OCU410 — Geographic Atrophy
2–3M
patients · U.S. + EU
2.5M+
untreated today
$300-600k
pricing assumption (market potential)2
Current treatment landscape unable to
support visual gain
OCU410ST — Stargardt Disease
100K
patients · U.S. + EU
100K
untreated today
$1-2M
No current market approved therapies for
patients
Ocugen – Third Quarter 2026 Business Update
per patient
per patient
pricing assumption (market potential)
OCU400 — Retinitis Pigmentosa
300K
patients · U.S. + EU
298K
untreated today
$1-2M
OCU400 is gene-agnostic, treats every
mutation
pricing assumption (market potential)1
per patient
1 RETINA vol. 46,4 (2026)
2 ClearViewHealthcare Partners analysis of 2037 worldwide sales
per patient |
| 
| Financial Update
Summary information from Statement of Operations
Three months ended September 30,
2026 2025
Research and development expense $12.5 $11.1
General and administrative expense $7.2 $8.2
(Gain) loss for change in fair value of derivative liability $(16.6) -
Interest expense, net $2.4 $1.1
Net loss $3.6 $20.1
Except as otherwise noted, all amounts are unaudited; in millions, except share amounts
Ocugen – Third Quarter 2026 Business Update
Summary information from Statement of Operations
Nine months ended September 30,
2026 2025
Research and development expense $34.4 $29.1
General and administrative expense $22.6 $21.4
(Gain) loss for change in fair value of derivative liability $(14.7) -
Interest expense, net $7.7 $3.1
Net loss $47.7 $50.1
13 |
| 
| Financial Update
Balance Sheet Data September 30, 2026 Dec 31, 2025 (Audited)
Cash, cash equivalents, restricted cash, and short-term investments $84.6 $18.9
Convertible Notes and related embedded derivative liability $100.3 _
Other Debt $1.8 $28.8
Shares outstanding 339,306,603 312,379,972
14
Except as otherwise noted, all amounts are unaudited; in millions, except share amounts
Ocugen – Third Quarter 2026 Business Update |
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| 15
Milestones
Anticipated Milestones – Three BLAs by 2028
Retinitis
Pigmentosa
Stargardt
Disease
Geographic
Atrophy
OCU400
OCU410ST
OCU410
Phase 3
topline data
Initiate Phase 3
2026 2027
1Q 2Q 3Q 4Q
Phase 3
topline data
BLA
Submission
Approval/
Launch
Approval/
Launch
BLA
Submission
1H 2H
2028
Phase 3
enrollment completion
1Q 2Q 3Q 4Q
BLA
Submission
Ocugen – Third Quarter 2026 Business Update |
| 
| Q&A |