Stock-Based Compensation | 7. Stock-Based Compensation 2018 Stock Option and Incentive Plan The Company’s 2018 Stock Option and Incentive Plan, (the “2018 Plan”), which became effective on March 27, 2018, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares initially reserved for issuance under the 2018 Plan was 700,180 . Additionally, the shares of common stock that remained available for issuance under the previously outstanding 2015 Stock Incentive Plan (the “2015 Plan”) became available under the 2018 Plan. The number of shares reserved for the 2018 Plan automatically increases on each January 1 by 4 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or a lesser number of shares determined by the Company’s board of directors. At the Company’s 2021 annual stockholder meeting, the Company’s stockholders approved the amendment and restatement of the 2018 Stock Plan to increase the number of shares of common stock issuable under the 2018 Plan by 6,000,000 shares. On June 7, 2023, at the Company’s 2023 annual stockholder meeting, the Company’s stockholders approved the amendment and restatement of the 2018 Plan to increase the number of shares of common stock issuable under the 2018 Plan by an additional 6,000,000 shares (the “2023 Pool Increase”). The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan or the 2015 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2023 , 4,187,660 shares of common stock remain available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 3,444,970 shares effective as of January 1, 2024. Inducement Plan On October 22, 2020, the board of directors adopted the Cogent Biosciences, Inc. 2020 Inducement Plan (the “Inducement Plan”). The board of directors also adopted a form of non-qualified stock option agreement for use with the Inducement Plan. A total of 3,750,000 shares of common stock have been reserved for issuance under the Inducement Plan, subject to adjustment for stock dividends, stock splits, or other changes in the Company's common stock or capital structure. On November 5, 2020, the Company filed a Registration Statement on Form S-8 related to the 3,750,000 shares of its common stock reserved for issuance under the Inducement Plan. As of December 31, 2023 , 677,995 shares of common stock remain available for issuance under the Inducement Plan. 2018 Employee Stock Purchase Plan The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) became effective on March 28, 2018, at which time a total of 78,500 shares of common stock were reserved for issuance. In addition, the number of shares of common stock that may be issued under the ESPP automatically increases on each January 1 through January 1, 2027, by the least of (i) 125,000 shares of common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the ESPP administrator. As of December 31, 2023 , 443,390 shares remain available for issuance under the ESPP. In January 2024, 71,150 shares were issued to employees under the ESPP. The number of authorized shares reserved for issuance under the ESPP was increased by 125,000 shares effective as of January 1, 2024. Performance-based restricted stock units In February 2023, the Board approved grants in aggregate of up to 2,500,000 performance-based restricted stock units (“PSUs”) under the 2018 Plan, which grants were subject to forfeiture in the event that the Company’s stockholders did not approve the 2023 Pool Increase. On June 7, 2023, stockholders approved the 2023 Pool Increase and a grant date was established for accounting purposes for these PSUs in accordance with ASC 718 Compensation- Stock Compensation. An award holder can generally receive between 0 % and 200 % of the target award based on achievement of specified stock price hurdles and/or research and development milestones over a three-year performance period ending in February 2026. Any PSUs earned will vest, if at all, in a single tranche in February 2026 subject to a condition of continuing employment through the end of the performance period. As of December 31, 2023, none of the research or development performance targets are probable of achievement. The fair value of the market-based awards was estimated on the date of grant for accounting purposes using a Monte Carlo simulation model. The fair value of the performance-based awards was based on the closing share price of the Company’s common stock on the accounting grant date. Stock Options The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted to employees and directors: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 3.9 % 2.2 % 1.3 % Expected volatility 76.7 % 72.4 % 75.3 % Expected dividend yield — — — Expected life (in years) 6.01 6.22 6.21 The following table summarizes the activity of our 2018 Stock Option and Incentive Plan and the Inducement Plan, excluding performance-based stock options: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2022 12,831,771 $ 9.19 Granted 3,296,179 13.18 Exercised ( 123,687 ) 7.80 Forfeited ( 501,517 ) 10.91 Outstanding as of December 31, 2023 15,502,746 $ 9.99 7.80 $ 1,343 Vested and expected to vest as of December 31, 2023 15,502,746 $ 9.99 7.80 $ 1,343 Options exercisable as of December 31, 2023 8,444,596 $ 9.49 7.41 $ 1,249 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 0.6 million, $ 1.0 million and $ 0.1 million, respectively. The weighted average grant-date fair value of awards granted during the years ended December 31, 2023, 2022 and 2021 was $ 9.12 per share, $ 5.52 per share and $ 5.93 per share, respectively. Performance-based restricted stock units The following table summarizes the activity of our performance-based restricted stock units: Number Weighted Unvested as of December 31, 2022 — $ — Granted 2,500,000 7.93 Vested — — Forfeited — — Unvested as of December 31, 2023 2,500,000 $ 7.93 Employee Stock Purchase Plan The Company estimates the fair value of shares to be issued under the 2018 Employee Stock Purchase Plan using the Black-Scholes option-pricing model on the date of grant, or first day of the offering period. The following table summarizes information pertaining to stock purchase rights granted under the employee stock purchase plan, during the years indicated: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 4.0 % 1.3 % 0.1 % Expected volatility 75.7 % 64.1 % 66.9 % Expected dividend yield — — — Expected life (in years) 0.50 0.50 0.50 Stock-Based Compensation The following table summarizes stock-based compensation expense during the years ended December 31, 2023, 2022, 2021 in thousands: Year Ended December 31, 2023 2022 2021 Stock-based compensation expense by type of award: Time-based stock options $ 26,012 $ 18,144 $ 11,361 Performance-based restricted stock units $ 4,196 — — Employee stock purchase plan 413 224 65 Non-employee stock options — — 260 Total $ 30,621 $ 18,368 $ 11,686 The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands) : Year Ended December 31, 2023 2022 2021 Research and development expenses $ 14,595 $ 8,510 $ 4,392 General and administrative expenses 16,026 9,858 7,294 Total $ 30,621 $ 18,368 $ 11,686 As of December 31, 2023 , total unrecognized compensation cost related to the unvested stock-based options was $ 47.9 million, which is expected to be recognized over a weighted average period of 2.13 years. As of December 31, 2023 , the total minimum amount of unrecognized compensation cost related to the stock price hurdles for the unvested PSUs was $ 15.6 million based on the maximum achievement of 200 % of the target award, which is expected to be recognized ratably over a weighted average period of 2.12 years. If any research or development milestones become probable of achievement, the Company will recognize incremental stock compensation expense of up to $ 2.4 million through a cumulative catch up adjustment in the period of change in probability. |