v3.25.2
Stock-Based Compensation
 6 Months Ended
Jun. 30, 2025
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 condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2025202420252024
General and administrative$1,104 $1,333 $2,203 $2,649 
Research and development741 565 1,527 1,010 
Total$1,845 $1,898 $3,730 $3,659 
As of June 30, 2025, the Company had $12.5 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 2.2 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 of Directors. As of June 30, 2025, 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 17.5 million equity awards remaining available for future grant, respectively, as of June 30, 2025. 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 following table summarizes the Company's stock option activity:
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2024
16,197,148 $2.01 7.40$1,128 
Granted7,585,836 0.90 3 
Exercised(158,164)0.44 112 
Forfeited(391,490)2.36 3 
Expired(21,573)0.93 6
Options outstanding at June 30, 2025
23,211,757 $1.65 7.8$2,306 
Vested and expected to vest at June 30, 2025
23,211,757 $1.65 7.8$2,306 
Options exercisable at June 30, 2025
12,358,653 $2.28 6.5$1,232 
The weighted average grant date fair values of stock options granted during the three and six months ended June 30, 2025 were $0.79 and $0.76, respectively. The weighted average grant date fair values of stock options granted during the three and six months ended June 30, 2024 were $1.27 and $0.77, respectively. The total fair value of stock options vested during the three and six months ended June 30, 2025 were $0.8 million and $4.7 million, respectively. The total fair values of stock options vested during the three and six months ended June 30, 2024 were $0.8 million and $5.7 million, respectively.
RSUs
The following table summarizes the Company's unvested RSU activity:
Number of SharesWeighted Average Grant Date Fair Value
RSUs unvested at December 31, 2024
1,902,457 $1.49 
Vested(953,434)$1.90 
Forfeited(23,387)$0.82 
RSUs unvested at June 30, 2025
925,636 $1.09 
PSUs
In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Company's Board of Directors adopted a performance restricted stock unit agreement (the "PSU Agreement"). Pursuant to the PSU Agreement, the Company granted 615,467, 256,885 and 3,314,445 of market-based performance stock units at target on January 2, 2024, April 16, 2024, and January 2, 2025, respectively. The PSUs granted in 2024 cliff vest after the requisite service period ending on December 31, 2026. The PSUs granted in 2025, cliff vest after the requisite period ending on December 31, 2027. 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 total shareholder return ("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, 2024872,352 $1.71 
Granted3,314,445 $1.58 
Vested— $— 
Forfeited— $— 
PSUs unvested at June 30, 20254,186,797 $1.61