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Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock-based compensation expense for stock options, RSUs, and PSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands):
Year ended December 31,
20242023
General and administrative$5,269 $6,876 
Research and development2,158 2,341 
Total$7,427 $9,217 
As of December 31, 2024, the Company had $5.4 million of unrecognized stock-based compensation expense related to stock options, RSUs and PSUs outstanding, which is expected to be recognized over a weighted average period of 1.6 years.
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. As of December 31, 2024, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 38.6 million equity awards in respect to the Company's common stock, respectively. The 2014 Plan and 2019 Plan have 0.5 million and 16.1 million equity awards remaining available for future grant, respectively, as of December 31, 2024. In addition to stock options, PSUs 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, 2024 and 2023 were as follows:
Year ended December 31,
20242023
Weighted average expected option term (years)5.95.9
Range of expected stock price volatility
104% – 112%
103% – 109%
Weighted average expected stock price volatility108%106%
Range of risk-free interest rate
3.4% – 4.6%
3.5% – 4.4%
Expected dividend rate0%0%
The following table summarizes the stock option activity:
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 202313,161,228 $2.38 7.86$337 
Granted4,055,895 0.96 
Exercised(284,788)0.57 183 
Forfeited(735,187)3.52 
Options outstanding at December 31, 202416,197,148 $2.01 7.40$1,128 
Vested and expected to vest at December 31, 202416,197,148 $2.01 7.40$1,128 
Options exercisable at December 31, 20249,687,991 $2.40 6.60$731 
The weighted average grant date fair values of stock options granted during the years ended December 31, 2024 and 2023 were $0.80 and $0.85, respectively. During the years ended December 31, 2024 and 2023, the Company received $0.2 million and $0.1 million of cash proceeds from the exercises of stock options, respectively.
RSUs
The following table summarizes the RSU activity:
Number of SharesWeighted Average Grant-Date Fair ValueAggregate Intrinsic Value (In Thousands)
RSUs unvested at December 31, 20232,982,661 $1.63 $1,715 
Granted39,738 0.51 22 
Vested(1,063,537)1.85 768 
Forfeited(56,405)1.64 59 
RSUs unvested at December 31, 20241,902,457 $1.49 $1,531 
PSUs
In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Board adopted a performance restricted stock unit agreement (the "PSU Agreement"). Pursuant to the PSU Agreement, the Company granted 615,467 and 256,885 of market-based performance stock units at target on January 2, 2024 and April 16, 2024, respectively. All of these PSUs cliff vest after the requisite service period ending on December 31, 2026. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company's TSR as compared to the TSR of the
companies within the Nasdaq Biotechnology Index over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.
The following table summarizes the unvested PSU activity:
Number of SharesWeighted Average Grant-Date Fair Value
PSUs unvested at December 31, 2023— $— 
Granted872,352$1.71 
Vested— $— 
Forfeited— $— 
PSUs unvested at December 31, 2024872,352 $1.71