Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒As ofApril30, 2026there were 338,521,856 outstanding shares of the registrant's common stock, $0.01 par value per share. PARTI—FINANCIAL INFORMATION Item1.Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2026and December 31, 2025Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months endedMarch 31, 2026 and 2025 Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31,2026 and 2025Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and Unless the context otherwise requires, references to the "Company," "we," "our," or "us" in this report refer to Ocugen, Inc. and itssubsidiaries, and references to "OpCo" refer to Ocugen OpCo, Inc., the Company's wholly owned subsidiary. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q contains forward-looking statements that involve substantial risks and uncertainties. Allstatements, other than statements of historical facts contained in this Quarterly Report on Form 10-Q regarding our strategy, futureoperations, future financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause ouractual results, performance, or achievements to be materially different from any future results, performance, or achievementsexpressed or implied by the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," The forward-looking statements in this Quarterly Report on Form 10-Q and those contained in our Annual Report on Form 10-K filedwith the United States Securities and Exchange Commission ("SEC") on March 4, 2026 (the "2025 Annual Report") include, among •our estimates regarding expenses, future revenues, and capital requirements, as well as the timing, availability of, and theneed for, additional financing to continue to advance our product candidates;•our activities with respect to OCU400, OCU410 and OCU410ST, including our ability to continue our Phase 3 trial forOCU400 for the treatment of retinitis pigmentosa ("RP"), our ability to continue our Phase 2/3 pivotal confirmatory trial forOCU410ST for the treatment of Stargardt disease (“ST”), and our ability to complete pivotal trials;•the rate and degree of market acceptance of OCU400, OCU410 and OCU410ST, if approved; •our ability to obtain additional funding from government agencies in the United States and/or other countries to continue thedevelopment of our inhaled mucosal vaccine platform; •the uncertainties associated with the clinical development and regulatory approval of our product candidates includingpotential delays in the initiation, enrollment, and completion of current and future clinical trials; •our ability to realize any value from our product candidates and preclinical programs being developed and anticipated to bedeveloped, in light of inherent risks and difficulties involved in successfully commercializing products and the risk that our •our ability to comply with regulatory schemes and other regulatory developments applicable to our business in the UnitedStates and other countries; •the performance of third parties upon which we depend, including contract development and manufacturing organizations("CDMOs"), suppliers, manufacturers, group purchasing organizations, distributors, and logistics providers; •the pricing and reimbursement of our product candidates, if commercialized;•the size and growth potential of the markets for our product candidates, and our ability to serve those markets; •developments relating to our competitors and our industry; •our ability to obtain and maintain patent protection, or obtain licenses to intellectual property and defend our intellectualproperty rights against third parties; •our ability to maintain our relationships and contracts with our key collaborators