Form 8-K

8-K — Ocugen, Inc.

Accession: 0001104659-26-091691

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001372299

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622368d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622368d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2622368d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001372299

2026-08-06

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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):

August 6, 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 ¨

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 August 6, 2026, Ocugen, Inc (the

“Company”) issued a press release announcing certain financial results for the quarter ended June 30, 2026. The Company

has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on August 6, 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

(the “Securities Act”), 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 August 6, 2026.

99.2

Earnings Release Presentation of Ocugen, Inc., issued August 6, 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: August 6, 2026

By:

/s/ Shankar Musunuri

Name: Shankar Musunuri

Title: Chairman, Chief Executive Officer, & Co-Founder

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622368d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Ocugen Provides Business Update with Second

Quarter 2026 Financial Results

Conference Call and Webcast Today at 8:30 a.m. ET

· Received

U.S. Food and Drug Administration (FDA) clearance to initiate OCU410 Phase 3 trial for geographic

atrophy (GA), secondary to dry age-related macular degeneration (AMD); on track to initiate

Phase 3 this quarter

· Granted

Regenerative Medicine Advanced Therapy (RMAT) designation by FDA for OCU410, enabling eligibility

for priority review and accelerated approval

· Signed

a binding term sheet with Roots Pharmaceutical, and its strategic partner Al-Dhow International

Holding, to negotiate an exclusive license for OCU400 in retinitis pigmentosa (RP) across

the Middle East and North Africa (MENA) region

· Successfully

completed OCU400 Process Performance Qualification (PPQ) batches, supporting Biologics License

Application (BLA) and commercial launch supplies

· Closed

$130.0 million convertible senior notes financing, extending cash runway into 2028

· Remain

on track to announce top-line results for two late-stage clinical programs, OCU400 for RP

and OCU410ST for Stargardt disease in 1Q 2027 and 2Q 2027, respectively

· Strengthened

leadership team with the appointments of Mohamed Genead, M.D., M.Sc., as Chief Medical Officer

and Chris Clark as Head of Corporate Communications

MALVERN, Pa., August 6, 2026 (GLOBE NEWSWIRE) -- Ocugen, Inc.

(“Ocugen” or the “Company”) (NASDAQ: OCGN), a pioneering biotechnology leader in gene therapies for blindness

diseases, today reported second quarter 2026 financial results along with a general business update.

“The second quarter of 2026 marked a pivotal inflection point

for Ocugen. We closed $130 million convertible senior notes financing, extending our cash runway into 2028, and signed a binding term

sheet for exclusive license of OCU400 in retinitis pigmentosa across the Middle East and North Africa region,” said Dr. Shankar

Musunuri, Chairman, Chief Executive Officer, and Co-Founder of Ocugen. “Ocugen is a leading gene therapy company, focused on vision

loss diseases with significant unmet medical needs, with multiple catalysts through 2028 across three distinct retinal disease indications.

As we advance toward key data milestones in the first half of 2027, we remain focused on creating long-term value for our patients and

shareholders.”

Unlike traditional gene therapies that correct a single mutation,

Ocugen's modifier gene therapy platform targets master regulatory genes that control multiple gene networks of biological pathways, supporting

a gene-agnostic approach applicable across a broad range of genetic mutations, as well as diseases with complex pathways such as dry

AMD. This allows the Company to address large, underserved patient populations rather than narrow single-gene subsets. This platform

underpins each of Ocugen's three late-stage programs, which advanced meaningfully during the quarter.

Clinical Program Updates

OCU410 (GA)

· Received

FDA clearance for the Phase 3 registrational trial (ArMaDa3) for GA secondary to dry age-related

macular degeneration, anchored by positive 12-month Phase 2 ArMaDa data (statistically significant

31% reduction in GA lesion growth versus control [patient population: lesion size ≥2.5

mm2 and ≤17.5 mm2], p<0.05, at the optimal dose planned for Phase

· Planned

combined global Phase 3 trial of approximately 237 subjects powered at 95% for primary end

point on track to initiate this quarter, with BLA and MAA filings targeted for 2028

· Granted

Regenerative Medicine Advanced Therapy RMAT designation by FDA, enabling eligibility for

priority review and accelerated approval

· GA

affects approximately 2 to 3 million people in the U.S. and Europe

OCU410ST (Stargardt disease)

· Completed

enrollment and dosing of 63 subjects ahead of schedule, in less than nine months, in the

pivotal Phase 2/3 GARDian3 trial evaluating OCU410ST in patients with all mutations of Stargardt

disease

· Topline

results anticipated in the second quarter of 2027, with a BLA submission to follow mid-2027

· Holds

Orphan Drug and Rare Pediatric Disease Designations from the FDA and Orphan Medicinal Product

Designation and Advanced Therapy Medicinal Product classification from the EMA

· Stargardt

disease affects approximately 100,000 patients across the U.S. and Europe, with no approved

therapies globally

OCU400 (RP)

· Completed

enrollment in liMeliGhT (N=140), the first and largest genetic medicine registrational trial

for broad RP patients, spanning more than 30 genetic mutations

· FDA

feedback confirmed that the path to rolling BLA submission remains tied to topline data expected

in the first quarter of 2027, and the company is advancing preparation accordingly, including

successfully completing Process Performance Qualification (PPQ) batches

· Approximately

300,000 people in the U.S. and Europe are living with RP

Corporate Updates

· Closed

the offering of $130.0 million aggregate principal amount of 6.75% Convertible Senior Notes

due 2034, including the full exercise of the $15.0 million over-allotment option, for net

proceeds of approximately $112.5 million

o Approximately $32.7 million of net proceeds was used to fully retire

the Avenue Capital loan, eliminating 12.25% interest-rate debt from the Company’s capital

structure

o The offering extends Ocugen’s cash runway into 2028

· Signed

a binding term sheet with Roots Pharmaceutical to negotiate an exclusive OCU400 license in

the MENA region, with up to $255 million in sales milestones and a 22% royalty on net sales,

as well as moderate upfront payment to Ocugen

· Ocugen

appointed two new members to its leadership team

o Mohamed Genead, M.D., M.Sc., was named Chief Medical Officer on June 11,

2026. Dr. Genead is an ophthalmologist and retina specialist with more than 20 years

of experience in ophthalmology and gene therapy, having previously served as Co-Founder and

Chief Executive Officer of Aviceda Therapeutics and in senior leadership roles at GenSight

Biologics, Biogen, and Allergan

o Chris Clark was named Vice President, Corporate Communications on

July 16, 2026. He has more than 20 years of communications and investor relations experience

in the pharmaceutical and biopharmaceutical industries, having held leadership positions

at Bausch + Lomb, Idorsia Pharmaceuticals, and Pfizer, as well as communications and

investor relations roles at Novo Nordisk, Bristol Myers Squibb, Endo Pharmaceuticals, and

Johnson & Johnson

Second Quarter 2026 Financial Results

· The

Company’s cash, cash equivalents, and restricted cash totaled $100.4 million as of

June 30, 2026, compared to $32.2 million as of March 31, 2026.

· The

Company had 339.0 million shares of common stock outstanding as of June 30, 2026.

· Total

operating expenses for the three months ended June 30, 2026, were $17.9 million and

included research and development expenses of $10.7 million and general and administrative

expenses of $7.2 million, compared to total operating expenses for the three months ended

June 30, 2025, of $15.2 million that included research and development expenses of $8.4

million and general and administrative expenses of $6.8 million.

· Ocugen

reported a $0.07 net loss per common share for the three months ended June 30, 2026,

compared to a $0.05 net loss per common share for the three months ended June 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: 2222566

Webcast: Available on the events section of the Ocugen investor site

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 us on LinkedIn and

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, 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 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 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.

Contacts:

Investors:

Candice Masse

astr partners

candice.masse@astrpartners.com

Media:

Chris Clark

chris.clark@ocugen.com

(Tables to follow)

OCUGEN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

June 30, 2026

Dec 31, 2025

Assets

Current assets

Cash

100,051

18,571

Prepaid expenses and other current assets

6,670

5,769

Total current assets

106,721

24,340

Property and equipment, net

13,347

14,392

Restricted cash

320

316

Other assets

3,818

4,468

Total assets

124,206

43,516

Liabilities and stockholders' equity

Current liabilities

Accounts payable

5,140

6,202

Accrued expenses and other current liabilities

11,014

14,733

Operating lease obligations

839

858

Convertible notes

82,359

Derivative liability

33,708

Current portion of long-term debt

1,250

Total current liabilities

133,080

23,043

Non-current liabilities

Operating lease obligations, less current portion

3,039

3,494

Long term debt, net

1,729

27,542

Other non-current liabilities

2,914

1,603

Total non-current liabilities

7,682

32,639

Total liabilities

140,762

55,682

Stockholders' equity

Common stock

3,390

3,125

Treasury stock

(48

)

(48

)

Additional paid-in capital

432,010

392,763

Accumulated other comprehensive income

213

Accumulated deficit

(452,121

)

(408,067

)

Total stockholders' equity

(16,556

)

(12,166

)

Total liabilities and stockholders' equity

124,206

43,516

OCUGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(Unaudited)

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Collaborative arrangement revenue

$ 1,488

$ 1,373

$ 3,022

$ 2,854

Total revenue

1,488

1,373

3,022

2,854

Operating expenses

Research and development

10,690

8,402

21,945

17,932

General and administrative

7,242

6,766

15,359

13,218

Total operating expenses

$ 17,932

$ 15,168

$ 37,304

$ 31,150

Loss from operations

(16,444 )

(13,795 )

(34,282 )

(28,296 )

Interest income

395

227

526

571

Interest expense

(4,476 )

(1,285 )

(5,796 )

(2,543 )

Loss on extinguishment of debt

(2,383 )

Change in fair value of derivative liability

(1,891 )

Other (expense) income, net

(78 )

114

(228 )

179

Total other (expense) income

$ (8,433 )

$ (944 )

$ (9,772 )

$ (1,793 )

Net loss

$ (24,877 )

$ (14,739 )

$ (44,054 )

$ (30,089 )

Other comprehensive income (loss)

Foreign currency translation adjustment

(28 )

152

(36 )

Comprehensive loss

$ (24,828 )

$ (14,767 )

$ (43,902 )

$ (30,125 )

Net loss attributable to common shareholders — basic and diluted

(24,877 )

(14,739 )

(44,054 )

(30,089 )

Weighted shares used in calculating net loss per common share — basic and diluted

338,679,856

292,067,192

333,142,618

292,032,072

Net loss per share attributable to common shareholders — basic and diluted

$ (0.07 )

$ (0.05 )

$ (0.13 )

$ (0.10 )

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2622368d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Courageous Innovation

Dedicated to Bringing Game-Changing Gene

Therapies to Market and Working Even Harder to

Provide Access to Patients Globally

Pipeline

A quarter of execution across three programs

Ocugen – Second 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

Interim outcome analysis:

3Q 2026

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 2 ARMADA Complete

Ph1 Ph2 Ph3 BLA Approved

Next Catalysts

Phase 3 initiation: 3Q 2026

BLA target: 2028

BLA 2028

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 ARMADA (12 months)

Pivotal P3 population:

(lesion size ≥2.5 mm2 and ≤17.5 mm2

)

27%

EZ preservation

(correlates to visual function)

Pivotal P3 population:

(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. Phase 3 start in Q3 2026 gives OCU410

a clean path to first-in-class before any competitor arrives.

OCU410 is outperforming the standard-of-care with a single injection vs. monthly chronic dosing

References: Apellis OAKS/DERBY (Heier et al, Lancet, Product Insert), Khanani A, Patel S, Staurenghi G 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 · Geographic Atrophy

Ocugen – Second 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

Phase 3 Trial Design

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 · Geographic Atrophy

Ocugen – Second Quarter 2026 Business Update

Received FDA alignment on the Phase 3 study design; in discussions with EMA

First-in-Class Gene Therapy for Stargardt Disease

OCU410ST · Stargardt Disease

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 – Second Quarter 2026 Business Update

The largest orphan gene therapy trial ever run, targeting

approval across all RP mutations

OCU400 · Retinitis Pigmentosa

140

patients enrolled in

Phase 3 liMeliGhT trial

(largest orphan gene therapy Ph3)

100+

RP-causing genes

addressed by a single

subretinal injection

Q1 2027

topline data expected

BLA submission to follow

POPULATION

Early- to late-stage RP, including pediatrics aged 3+

PRIMARY ENDPOINT

12-month change in visual function via LDNA Lux Level

RANDOMIZATION

2:1 — treatment vs. untreated control

BLA PATHWAY

BLA targeted for 2Q 2027 · Single U.S. trial accepted by EMA for MAA

Trial Design:

Enrolling patients across all mutations — early and late stage, pediatric and adult — means a positive read delivers the broadest possible label. No competitor

has attempted this breadth in a single trial.

G L O B A L V A L I D A T I O N S I G N A L

Kwangdong OCU400 deal — $180M+ projected 10-yr Korean sales + 25% royalties

Roots Pharmaceutical binding term sheet signed – up to $255 million + 22% royalties

Ocugen – Second Quarter 2026 Business Update

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)1

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 – Second 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)2

per patient

1 ClearView Healthcare Partners analysis of 2037 worldwide sales

2 RETINA vol. 46,4 (2026)

OCU400 US Commercial Roadmap

Payer engagement and CMS

Center of Excellence

Patient Registry

Distribution

Sales & Marketing

• Increased engagement

• Setup 25+ COEs

• Enhance disease awareness

• Frictionless supply

• 1Q2026 TLR inflection point

Commercial

Milestones

Anticipated Milestones – Three BLAs by 2028

Retinitis

Pigmentosa

Stargardt

Disease

Geographic

Atrophy

OCU400

OCU410ST

OCU410

Interim outcome

analysis1

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

1Re-estimation to minimize clinical risk (Outcome -Impact / no-impact to BLA timeline)

1Q 2Q 3Q 4Q

BLA

Submission

Ocugen – Second Quarter 2026 Business Update

Financial Update

Statement of Operations

Three months ended June 30,

2026 2025

Research and development expense $10.7 $8.4

General and administrative expense $7.2 $6.8

Interest (expense) income, net $(4.1) $(1.1)

Other (expense) income, net $(4.4) $0.1

Net loss $(24.9) $(14.7)

Balance Sheet Data June 30, 2026 Dec 31, 2025 (Audited)

Cash, cash equivalents, and restricted cash $100.4 $18.9

Debt $1.7 $28.8

Convertible Note $116.1 _

Shares outstanding 339,044,893 312,379,972

Except as otherwise noted, all amounts are unaudited; in millions, except share amounts

Certain amounts may not add due to rounding

Ocugen – Second Quarter 2026 Business Update

Financial Update

Statement of Operations

Six months ended June 30,

2026 2025

Research and development expense $21.9 $17.9

General and administrative expense $15.4 $13.2

Interest (expense) income, net $(5.3) $(2.0)

Other (expense) income, net $(4.5) $0.2

Net loss $(44.1) $(30.1)

Balance Sheet Data June 30, 2026 Dec 31, 2025 (Audited)

Cash, cash equivalents, and restricted cash $100.4 $18.9

Debt $1.7 $28.8

Convertible Note $116.1 _

Shares outstanding 339,044,893 312,379,972

Except as otherwise noted, all amounts are unaudited; in millions, except share amounts

Certain amounts may not add due to rounding

Ocugen – Second Quarter 2026 Business Update

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