Ocugen Inc

General

Ocugen, Inc. (the “Company”) is filing this Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This Form 10-K contains our audited financial statements for the year ended December 31, 2023, and restates certain financial information and related footnote disclosures in the Company’s previously issued audited financial statements included in the Company's 2022 Annual Report on Form 10-K as well as unaudited interim financial statements included in the Company’s Quarterly Reports on Forms 10-Q for each of the quarterly and year to date periods ended September 30, 2022, June 30, 2022, March 31, 2022, September 30, 2023, June 30, 2023, and March 31, 2023 (collectively, the “Previously Issued Financial Statements”).

Background of Restatement

On April 1, 2024, the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors, after discussion with senior management and the Company’s independent registered public accountants, concluded that the Company's Previously Issued Financial Statements should be restated and no longer relied upon due to the Company not appropriately accounting for the estimated non-cash consideration and expense in its collaboration arrangements.

The financial information that had been previously filed or otherwise reported for the Previously Issued Financial Statements is superseded by the information in this Form 10-K, and should no longer be relied upon. Similarly, any previously issued or filed reports, earnings releases, and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Previously Issued Financial Statement should no longer be relied upon.

Refer to “Part I. Item 1A. Risk Factors”, “Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”, and “Part IV. Note 16—Restatement of Previously Issued Financial Statements” to the accompanying financial statements for additional information, including the impact on the specific accounts.

Internal Control Considerations

In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of the dates of the Previously Issued Financial Statements. The Company’s management has concluded that, in light of the restatement described above, a material weakness exists in the Company’s internal control over financial reporting with respect to the design and operating effectiveness of controls over the accounting for collaborative arrangement revenue and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Form 10-K.

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