Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation expense for stock options and RSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands):

	Year ended December 31,
	2021		2020		2019
General and administrative	$	4,909	$	349	$	363
Research and development	2,049		311		521
Total	$	6,958	$	660	$	884

Stock-based compensation expense during the year ended December 31, 2021 included $2.1 million of expense related to stock options with performance-based vesting conditions. There were no stock options with performance-based vesting conditions granted prior to 2021.

As of December 31, 2021, the Company had $12.6 million of unrecognized stock-based compensation expense related to stock options and RSUs outstanding. This expense is expected to be recognized over a weighted average period of 2.1 years as of December 31, 2021.

Equity Plans

The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the "2014 Plan") and the Ocugen, Inc. 2019 Equity Incentive Plan (the "2019 Plan", collectively with the 2014 Plan, the "Plans"). On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of Company common stock outstanding on December 31st of the prior year, or a number of shares determined by the Board of Directors. As of December 31, 2021, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 11.5 million equity awards in respect to the Company's common stock, respectively. In addition to options and RSUs granted under the Plans, the Company has granted certain options and RSUs as material inducements to employment in accordance with Nasdaq Listing Rule 5635 (c)(4), which were granted outside of the Plans.

Stock Options to Purchase Common Stock

The assumptions utilized in the fair value calculation for stock options as of December 31, 2021, 2020, and 2019 were as follows:

	Year ended December 31,
	2021	2020	2019
Weighted average expected option term (years)	6.0	6.0	6.0
Range of expected stock price volatility	109% – 116%	110% – 117%	89% – 110%
Weighted average expected stock price volatility	111%	112%	109%
Range of risk-free interest rate	0.4% – 1.4%	0.3% – 1.7%	1.5% – 2.4%
Expected dividend rate	0%	0%	0%

The following table summarizes the stock option activity:

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2020	4,224,433	$	0.84	8.9	$	5,496
Granted	7,728,260	3.45			—
Exercised	(1,208,631)	0.70			11,144
Forfeited	(657,895)	4.79			1,277
Options outstanding at December 31, 2021	10,086,167	$	2.59	8.8	$	24,664
Options exercisable at December 31, 2021	1,281,244	$	2.92	8.1	$	2,990

The stock option activity above includes 1.5 million of stock options with performance-based vesting conditions granted during the year ended December 31, 2021, of which 0.9 million are not yet vested and exercisable as of December 31, 2021. The weighted average grant date fair value of stock options granted during the years ended December 31, 2021, 2020, and 2019 were $2.87, $0.34, and $0.84, respectively. The total fair value of stock options vested during the years ended December 31, 2021, 2020, and 2019 were $2.6 million, $0.5 million, and $1.0 million, respectively. During the year ended December 31, 2021, the Company received $0.9 million of cash proceeds from the exercises of stock options. There were no stock option exercises prior to 2021.

RSUs

The following table summarizes the RSU activity:

	Number of Shares	Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value (In Thousands)
RSUs outstanding at December 31, 2020	—	$	—	$	—
Granted	204,901	6.87		1,483
Forfeited	(13,090)	8.05		108
RSUs outstanding at December 31, 2021	191,811	$	6.79	$	873