Ocugen awaits Third Circuit ruling in dismissed securities suit as derivative suits remain stayed

Ocugen (Nasdaq: OCGN) told investors in its 10-Q filed August 6, 2026 that a securities class action filed in April 2024 in the U.S. District Court for the Eastern District of Pennsylvania (Case No. 2:24-cv-01500) is on appeal to the Third Circuit. The district court dismissed the case with prejudice in July 2025. The Third Circuit heard oral argument in June 2026, and the parties are waiting for its ruling.

The 10-Q says the suit was filed "against the Company and certain of its agents" and does not name any individual. Several stockholder derivative suits against unnamed agents and Ocugen as nominal defendant are stayed behind the appeal, in Pennsylvania and in the Delaware Court of Chancery.

The case

The class action alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5. It rests on statements Ocugen made about its previously issued audited financial statements for each fiscal year beginning January 1, 2020, its unaudited statements for the first three quarters of those years, and the effectiveness of its disclosure controls and procedures. The complaint sought unspecified damages, interest and fees. The lead plaintiff filed an amended complaint in October 2024, Ocugen moved to dismiss in December 2024, and the court granted the motion with prejudice in July 2025. The lead plaintiff's appellant brief was filed in October 2025, Ocugen's brief in December 2025 and the reply in January 2026.

The derivative suits claim breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets, among other counts, and seek damages and governance reforms.

Defendants

The 10-Q does not list the individual defendants in any of these cases. In the class action and in the derivative suits in both courts it refers only to "certain of its agents". Ocugen's 10-K filed April 16, 2024, filed in the month the class action was filed, was signed by Shankar Musunuri as chairman and chief executive officer and by Michael Breininger as interim chief accounting officer and principal financial officer. Its other directors were Ramesh Kumar, Junge Zhang, Uday Kompella, Kirsten Castillo, Prabhavathi Fernandes and Marna Whittington. No filing we read states that any of them is a defendant. The Delaware class action named Ocugen.

Where it stands

Five derivative suits filed in the Eastern District of Pennsylvania between May and the third quarter of 2024 were consolidated in March 2025 under Case No. 2:24-cv-02234. In August 2025 the court approved a stipulation to keep them stayed during the appeal. A separate derivative suit in the Delaware Court of Chancery (Case No. 2025-0095-JTL), filed in January 2025, is also stayed, and that stay was continued in September 2025.

In October 2025 a class action was filed in the Delaware Court of Chancery (Case No. 2025-1214) alleging breach of contract and seeking declaratory relief, based on claims that Ocugen breached its charter and tried to evade its voting threshold. On February 12, 2026 Ocugen petitioned the court under Section 205 of the Delaware General Corporation Law to validate its certificate of amendment increasing authorized common shares. After a May 6, 2026 hearing the court validated the amendment and declared valid all shares issued after it took effect on July 11, 2024. In July 2026 the court dismissed the class action as moot and kept jurisdiction over any future fee application.

Why it matters to shareholders

Ocugen says the lawsuits are without merit and that it intends to defend against them vigorously. It says no assessment of the likely outcome can be made and no information indicates a probable, estimable loss, so it has recorded no accrual. The derivative suits remain stayed while the appeal is pending. The 10-Q does not discuss insurance or indemnification for these cases.

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