Welcome to our dedicated page for Ocugen SEC filings (Ticker: OCGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Ocugen, Inc. filings document the regulatory record for a Nasdaq-listed biotechnology company developing modifier gene therapies for retinal diseases. Form 8-K disclosures cover clinical and Regulation FD updates for programs including OCU410, capital-structure events such as warrant exercises and 6.75% convertible senior notes due 2034, and material agreements tied to the note indenture and loan repayment.
Proxy materials describe annual meeting proposals, shareholder voting matters, and governance practices. Other filings identify the company's common stock on The Nasdaq Capital Market, preliminary financial information, authorized-share validation matters, and furnished investor presentations containing forward-looking clinical-development statements.
Ocugen, Inc. filed its Q3 2025 10-Q, reporting collaborative revenue of $1.75 million and a net loss of $20.05 million (basic/diluted loss per share $0.07). Operating expenses were $19.38 million, driven by R&D of $11.15 million and G&A of $8.23 million. Interest expense rose to $1.31 million in the quarter.
Cash was $32.57 million and total assets $57.60 million at September 30, 2025. Total liabilities were $54.06 million, leaving stockholders’ equity at $3.53 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year due to expected funding needs. Cash used in operations for the nine months was $43.00 million.
Financing included an August 2025 registered direct offering of 20,000,000 shares plus 20,000,000 warrants for $18.5 million net, and the November 2024 Avenue loan with $30.0 million principal outstanding. The NeoCart merger agreement with Carisma was terminated on September 16, 2025. Common shares outstanding were 312,320,112 as of October 31, 2025.
Ocugen (OCGN) reported financial results for the quarter ended September 30, 2025 and scheduled a conference call and webcast for 8:30 a.m. Eastern Time on November 5, 2025 to discuss results and business updates. The company posted related presentation materials on its website.
The press release and presentation were furnished as Exhibits 99.1 and 99.2 under Item 2.02, and are not deemed filed for liability purposes under Section 18 of the Exchange Act.
Ocugen, Inc. reported that Carisma Therapeutics has terminated their Agreement and Plan of Merger involving Ocugen’s subsidiary OrthoCellix, which holds the NeoCart® cartilage repair technology. The deal required Carisma and OrthoCellix to secure subscription agreements from investors for at least $25.0 million of Carisma common stock as a concurrent investment at or around closing. Carisma ended the agreement after Ocugen obtained less than $25.0 million in commitments ahead of Carisma’s Nasdaq compliance deadline of October 7, 2025. Ocugen attributes the short Nasdaq timeline and poor market conditions to the difficulty in securing these commitments and now plans to focus on gene therapies while exploring alternatives for its regenerative cell therapy platform, including NeoCart.
Ocugen, Inc. reported that Carisma Therapeutics has terminated their Agreement and Plan of Merger involving Ocugen’s subsidiary OrthoCellix, which holds the NeoCart® cartilage repair technology. The deal required Carisma and OrthoCellix to secure subscription agreements from investors for at least $25.0 million of Carisma common stock as a concurrent investment at or around closing. Carisma ended the agreement after Ocugen obtained less than $25.0 million in commitments ahead of Carisma’s Nasdaq compliance deadline of October 7, 2025. Ocugen attributes the short Nasdaq timeline and poor market conditions to the difficulty in securing these commitments and now plans to focus on gene therapies while exploring alternatives for its regenerative cell therapy platform, including NeoCart.
Ocugen, Inc. entered into an Exclusive License Agreement with Kwangdong Pharmaceutical, granting Kwangdong exclusive rights in the Republic of Korea to develop, register, commercialize, and sell OCU400, Ocugen’s modifier gene therapy for retinitis pigmentosa. Kwangdong will also use a trademark selected by Ocugen for OCU400 in this indication.
Ocugen will receive a $1 million upfront license fee, up to $6.5 million in regulatory and development milestone payments, and additional sales milestone payments of $1.5 million for every $15 million of sales in Korea. Ocugen is also entitled to a 25% royalty on Kwangdong’s net sales of OCU400 and will manufacture commercial supply under a separate supply agreement.
The license will remain in force until the latest of 20 years after the first commercial sale in Korea, expiry of relevant patent claims, or expiry of regulatory exclusivity for OCU400 in the territory, with customary termination rights for material breach or certain insolvency events.
Ocugen, Inc. entered into a Subscription Agreement with Carisma Therapeutics Inc. under which Ocugen agreed to invest $5.0 million in Carisma common stock in a private placement. This investment is part of an anticipated concurrent financing of at least $25.0 million tied to the planned merger among Ocugen’s subsidiary OrthoCellix, Carisma and a Ocugen merger subsidiary. The price per Carisma share for Ocugen’s investment will be calculated by dividing the “Aggregate Valuation” by the “Post-Closing Parent Shares,” as defined in the merger agreement.
Ocugen will automatically receive any more favorable rights granted to other investors in the concurrent investment, subject to specified exceptions. At the closing of the concurrent investment, Carisma intends to enter a registration rights agreement covering resale of certain shares, including the Carisma shares purchased by Ocugen. Closing of both the Carisma investment and the broader transactions remains subject to customary conditions and numerous risks and uncertainties described by the companies.
Ocugen, Inc. entered into agreements to sell 20,000,000 shares of common stock at $1.00 per share and accompanying warrants to purchase up to 20,000,000 shares. The financing is structured as a registered direct offering made under the company's effective Form S-3 shelf registration and is expected to generate approximately $20.0 million in gross proceeds before fees and expenses.
The Warrants carry an exercise price of $1.50, are exercisable immediately, and expire two years after issuance; they are callable by the company if the volume-weighted average price exceeds $2.50 for five of a trailing 30 trading day period. The investor agreed to a 90-day lock-up on resale of the securities. Noble Capital Markets is acting as sole placement agent and will receive a 5.5% cash fee plus reimbursement of up to $65,000 of expenses.
Ocugen is conducting a registered direct offering to sell 20,000,000 shares of common stock together with warrants to purchase up to 20,000,000 additional shares, at a combined price of $1.00 per share plus warrant. The company will receive approximately $18.9 million of net proceeds after a 5.5% placement-agent fee; investors would incur immediate dilution of $0.926 per share versus the offering price. Each warrant is exercisable for one share at $1.50, exercisable immediately and expiring two years after issuance; the warrants are not listed and have limited liquidity.
Separately, Ocugen highlights clinical and corporate milestones: positive two-year Phase 1/2 OCU400 data and EMA ATMP positive opinion, ongoing Phase 3 enrollment for OCU400, initiation and regulatory clearance activity for OCU410ST and OCU200, and a planned merger of the NeoCart business with Carisma (Ocugen to invest at least $5.0 million and is estimated to own >50% of the combined company if the merger closes). The company states proceeds should fund operations into Q2 2026 (or into Q1 2027 if warrants are fully exercised).