Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

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,
	2022		2021
General and administrative	$	7,777	$	4,909
Research and development	2,764		2,049
Total	$	10,541	$	6,958

As of December 31, 2022, the Company had $14.9 million of unrecognized stock-based compensation expense related to stock options and RSUs outstanding, which is expected to be recognized over a weighted average period of 1.8 years as of December 31, 2022.

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 the Company's 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, 2022, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 19.5 million equity awards in respect to the Company's common stock, respectively. In addition to stock options and RSUs granted under the Plans, the Company has granted certain stock 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 calculations for stock options as of December 31, 2022 and 2021 were as follows:

	Year ended December 31,
	2022	2021
Weighted average expected option term (years)	5.9	6.0
Range of expected stock price volatility	106% – 110%	109% – 116%
Weighted average expected stock price volatility	107%	111%
Range of risk-free interest rate	1.4% – 4.2%	0.4% – 1.4%
Expected dividend rate	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, 2021	10,086,167	$	2.59	8.8	$	24,664
Granted	6,024,830	3.82			—
Exercised	(1,540,142)	0.86			2,592
Forfeited	(3,719,568)	4.25			483
Options outstanding at December 31, 2022	10,851,287	$	2.95	8.3	$	1,385
Options exercisable at December 31, 2022	2,950,927	$	2.92	7.6	$	548

The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 were $3.12 and $2.87, respectively. The total fair value of stock options vested during the years ended December 31, 2022 and 2021 were $6.1 million and $2.6 million, respectively. During the years ended December 31, 2022 and 2021, the Company received $1.3 million and $0.9 million of cash proceeds from the exercises of stock options, respectively.

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, 2021	191,811	$	6.79	$	873
Granted	1,359,393	4.05		5,509
Vested	(63,123)	6.60		157
Forfeited	(563,271)	4.59		1,242
RSUs outstanding at December 31, 2022	924,810	$	4.12	$	1,202