Ocugen, Inc.
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 4, 2026
OCGN$0.95-2.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
The financial statements, financial statement schedules, and exhibits filed as part of this Annual Report are as follows:
(a)(1) Financial Statements
See "Index to Consolidated Financial Statements" beginning on page F-1 of this report.
(a)(2) Financial Statement Schedules
(a)(3) Exhibits
The exhibits required to be filed as part of this Annual Report are listed in the Exhibit Index attached hereto and are incorporated herein by reference.
| EXHIBIT INDEX | |
|---|---|
| Exhibit | Description |
| 3.1 | Sixth Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on December 8, 2014, and incorporated herein by reference) |
| 3.2 | Amendment to Sixth Amended and Restated Certificate of Incorporation related to the Reverse Stock Split and the Authorized Share Increase (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed October 1, 2019, and incorporated herein by reference) |
| 3.3 | Amendment to Sixth Amended and Restated Certificate of Incorporation related to the Name Change (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K as filed on October 1, 2019, and incorporated herein by reference) |
| 3.4 | Amendment to Sixth Amended and Restated Certificate of Incorporation related to the Increase in Authorized Shares of Common Stock (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q as filed on May 7, 2021, and incorporated herein by reference) |
| 3.5 | Amendment to Sixth Amended and Restated Certificate of Incorporation related to the Authorized Share Increase (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q as filed on August 8, 2024, and incorporated herein by reference) |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Histogenics Corporation (filed as Exhibit 3.3 to the Registrant's Current Report on Form 8-K as filed on September 16, 2016, and incorporated herein by reference) |
| 3.7 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Ocugen, Inc. (filed as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K filed on March 19, 2021 and incorporated herein by reference) |
| 3.8 | Certificate of Designation of Preferences, Rights and Limitations (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on May 10, 2024, and incorporated herein by reference) |
| 3.9 | Second Amended and Restated Bylaws of Ocugen, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on August 21, 2023, and incorporated herein by reference) |
| 3.10 | Amendment to Second Amended and Restated Bylaws of Ocugen, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report of Form 8-K as filed on March 20, 2024, and incorporated herein by reference) |
| 3.11 | Certificate of Correction to the Certificate Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 9, 2025 and incorporated herein by reference) |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.1 to the Registrant's Annual Report on Form 10-K as filed on February 28, 2022, and incorporated herein by reference) |
| 4.2 | Form of Common Stock Purchase Warrant (filed as Exhibit 4.8 to the Registrant's Annual Report on Form 10-K filed on March 19, 2021 and incorporated herein by reference) |
| 4.3 | Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 11, 2025) |
| 10.1+ | Ocugen, Inc. 2014 Stock Option Plan (filed as Exhibit 10.30 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.2+ | Form of Incentive Stock Option Agreement under Ocugen, Inc. 2014 Stock Option Plan (filed as Exhibit 10.31 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.3+ | Form of Nonstatutory Stock Option Agreement under Ocugen, Inc. 2014 Stock Option Plan (filed as Exhibit 10.32 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.4+ | Ocugen, Inc. 2019 Equity Incentive Plan (filed as Appendix A to the Registrant's Proxy Statement on Schedule 14A as filed on November 8, 2019, and incorporated herein by reference) |
| 10.5+ | Form of Incentive Stock Option Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K as filed on February 28, 2023 and incorporated herein by reference) |
| 10.6+ | Form of Non-Qualified Stock Option Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K as filed on February 28, 2023 and incorporated herein by reference) |
| 10.7+ | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K as filed on February 28, 2023 and incorporated herein by reference) |
| 10.8+ | Form of Performance-Vested Stock Option Agreement under Ocugen, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on May 7, 2021, and incorporated herein by reference) |
| 10.9+ | Form of Non-Qualified Stock Option Agreement for Inducement Non-Qualified Stock Option Awards |
| 10.10+ | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Inducement Restricted Stock Unit Awards (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K as filed on February 28, 2023 and incorporated herein by reference) |
| 10.11# | Exclusive License Agreement, effective as of March 3, 2014, between The Regents of the University of Colorado and Ocugen Opco, Inc. (filed as Exhibit 10.33 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.12# | First Amendment to the Exclusive License Agreement, dated as of January 23, 2017, by and between The Regents of the University of Colorado and Ocugen Opco, Inc. (filed as Exhibit 10.34 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.13 | Letter of Understanding, dated November 8, 2017, between The Regents of the University of Colorado and Ocugen Opco, Inc. (filed as Exhibit 10.35 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.14# | Exclusive License Agreement, effective as of December 19, 2017, between The Schepens Eye Research Institute, Inc. and Ocugen Opco, Inc. (filed as Exhibit 10.37 to the Registrant's Registration Statement on Form S-4 (SEC File No. 333-232147), as filed on June 14, 2019, and incorporated herein by reference) |
| 10.15# | Co-Development, Supply and Commercialization Agreement, dated as of January 31, 2021, by and between the Registrant and Bharat Biotech International Limited (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on May 7, 2021, and incorporated herein by reference) |
| 10.16 | First Amendment to Co-Development, Supply and Commercialization Agreement, dated as of May 29, 2021, by and between the Registrant and Bharat Biotech International Limited (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on August 6, 2021, and incorporated herein by reference) |
| 10.17# | Second Amendment to Co-Development, Supply and Commercialization Agreement, dated as of April 15, 2022, by and between the Registrant and Bharat Biotech International Limited (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on May 6, 2022, and incorporated herein by reference) |
| 10.18# | Development and Commercial Supply Agreement, dated September 29, 2021, by and between the Registrant and Bharat Biotech International Limited (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on November 9, 2021, and incorporated herein by reference) |
| 10.19# | Co-Development and Commercialization Agreement, dated as of September 27, 2019, by and among the Registrant and CanSino Biologics Inc. (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q as filed on November 12, 2019, and incorporated herein by reference) |
| 10.20# | First Amendment to the Co-Development and Commercialization Agreement, dated September 30, 2021, by and between the Registrant and CanSino Biologics, Inc. (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q as filed on November 9, 2021, and incorporated herein by reference) |
| 10.21 | Second Amendment to the Co-Development and Commercialization Agreement, dated November 21, 2022, by and between the Registrant and CanSino Biologics, Inc. |
| 10.22# | Third Amendment to the Co-Development and Commercialization Agreement, dated April 11, 2023, by and between the Registrant and CanSino Biologics, Inc. |
| 10.23# | Exclusive License Agreement by and between the Registrant and The Washington University, dated as of September 23, 2022 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q as filed on November 8, 2022, and incorporated herein by reference) |
| 10.24# | First Amendment to the Exclusive License Agreement by and between the Registrant and The Washington University, dated as of January 31, 2023 |
| 10.25# | Second Amendment to the Exclusive License Agreement by and between the Registrant and The Washington University, dated as of November 28, 2023 |
| 10.26 | Loan and Security Agreement, effective as of September 12, 2016, by and between EB-5 Life Sciences, LP and Ocugen Opco, Inc. (filed as Exhibit 10.42 to the Registrant's Registration statement on Form S-4/A (SEC File No. 333-232147), as filed on July 23, 2019, and incorporated herein by reference) |
| 10.27# | Third Amendment to the Exclusive License Agreement by and between Washington University and the Registrant, dated June 2, 2025. |
| 10.28+ | Amended and Restated Employment Agreement, dated as of January 1, 2020, by and between the Registrant and Shankar Musunuri (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on January 3, 2020, and incorporated herein by reference) |
| 10.29+ | First Amendment to Amended and Restated Executive Employment Agreement, dated as of April 27, 2022, by and between the Registrant and Shankar Musunuri (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q as filed on May 6, 2022, and incorporated herein by reference) |
| 10.30+ | Amended and Restated Executive Employment Agreement, dated as of December 16, 2021, by and between the Registrant and Arun Upadhyay |
| 10.31+ | First Amendment to Amended and Restated Executive Employment Agreement, dated as of August 26, 2022, by and between the Registrant and Arun Upadhyay |
| 10.32† | Agreement dated as of June 22, 2012 between the Registrant and Purpose Co., Ltd. f/k/a Takagi Sangyo Co. Ltd. and f/k/a Takagi Industrial Co., Ltd. (filed as Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-199202), as filed on October 7, 2014, and incorporated herein by reference) |
| 10.33† | First Amendment to License Agreement, dated May 9, 2016, between the Registrant and Purpose Co., Ltd., f/k/a Takagi Sangyo Co. Ltd. (filed as Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q as filed on August 11, 2016, and incorporated herein by reference) |
| 10.34+ | Executive Employment Agreement, dated as of March 18, 2024, by and between the Registrant and Huma Qamar (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on May 14, 2024, and incorporated herein by reference) |
| 10.35# | Loan and Security Agreement by and among the Registrant, Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A as filed on February 7, 2025, and incorporated herein by reference) |
| 10.36+ | Form of Performance Restricted Stock Unit Award Agreement |
| 10.37# | Supplement to Loan and Security Agreement by and among the Registrant, Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A as filed on February 7, 2025, and incorporated herein by reference) |
| 10.38# | Subscription Agreement by and among the Registrant, Ocugen OpCo, Inc., Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P., dated November 6, 2024 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on February 7, 2025, and incorporated herein by reference) |
| 10.39* | Executive Employment Agreement, dated as of September 9, 2024, by and between the Registrant and Ramesh Ramachandran |
| 10.40# | Exclusive License Agreement by and between Ocugen, Inc. and Kwangdong Pharmaceutical Co. (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q, as filed on November 5, 2025). |
| 10.41 | Form of Securities Purchase Agreement dated August 8, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 11, 2025) |
| 10.42 | Placement Agency Agreement dated August 8, 2025 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 11, 2025) |
| 10.43 | Employment Agreement, dated as of February 9, 2026, by and between Ocugen, Inc. and Rita Johnson-Greene, (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 9, 2026. |
| 19.1 | Insider Trading Policy (filed as Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K as filed on March 5, 2025, and incorporated herein by reference) |
| 21.1 | List of Subsidiaries |
| 23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to the Registrant |
| 31.1* | Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certifications of the Chief Executive Officer and Chief Financial Officer as required by 18 U.S.C. 1350 |
| 97+ | Compensation Recovery Policy (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K as filed April 16, 2024, and incorporated herein by reference) |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL with applicabletaxonomy extension information contained in Exhibits 101 |
- Filed herewith.
** Furnished herewith.
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K.
- Indicates a management contract or compensatory plan or arrangement.
† Confidential treatment has been granted with respect to certain portions of this exhibit.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.