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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Cogent Biosciences, Inc. 10-K 12/31/23 78:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.81M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 42K
3: EX-10.15 Material Contract HTML 101K
4: EX-10.16 Material Contract HTML 102K
5: EX-21.1 Subsidiaries List HTML 25K
6: EX-23.1 Consent of Expert or Counsel HTML 23K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 32K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
13: R1 Document and Entity Information HTML 95K
14: R2 Consolidated Balance Sheets HTML 119K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
16: R4 Consolidated Statements of Operations and HTML 90K
Comprehensive Loss
17: R5 Consolidated Statements of Stockholders' Equity HTML 113K
18: R6 Consolidated Statements of Stockholders' Equity HTML 25K
(Parenthetical)
19: R7 Consolidated Statements of Cash Flows HTML 118K
20: R8 Consolidated Statements of Cash Flows HTML 27K
(Parenthetical)
21: R9 Pay vs Performance Disclosure HTML 36K
22: R10 Insider Trading Arrangements HTML 30K
23: R11 Nature of the Business and Basis of Presentation HTML 33K
24: R12 Summary of Significant Accounting Policies HTML 74K
25: R13 Marketable Securities and Fair Value of Financial HTML 148K
Assets and Liabilities
26: R14 Property and Equipment, Net HTML 50K
27: R15 Accrued Expenses and Other Current Liabilities HTML 43K
28: R16 Preferred Stock, Series A Non-Voting Convertible HTML 50K
Preferred Stock and Common Stock
29: R17 Stock-Based Compensation HTML 170K
30: R18 Income Taxes HTML 127K
31: R19 Commitments and Contingencies HTML 95K
32: R20 Net Loss Per Share HTML 69K
33: R21 Retirement Plan HTML 31K
34: R22 Subsequent Events HTML 32K
35: R23 Summary of Significant Accounting Policies HTML 115K
(Policies)
36: R24 Summary of Significant Accounting Policies HTML 31K
(Tables)
37: R25 Marketable Securities and Fair Value of Financial HTML 147K
Assets and Liabilities (Tables)
38: R26 Property and Equipment, Net (Tables) HTML 47K
39: R27 Accrued Expenses and Other Current Liabilities HTML 43K
(Tables)
40: R28 Stock-Based Compensation (Tables) HTML 159K
41: R29 Income Taxes (Tables) HTML 114K
42: R30 Commitments and Contingencies (Tables) HTML 75K
43: R31 Net Loss per Share (Tables) HTML 70K
44: R32 Nature of the Business and Basis of Presentation - HTML 40K
Additional Information (Detail)
45: R33 Summary of Significant Accounting Policies - HTML 36K
Schedule of Estimated Useful Life (Detail)
46: R34 Summary of Significant Accounting Policies - HTML 60K
Additional Information (Detail)
47: R35 Marketable Securities and Fair Value of Financial HTML 42K
Assets and Liabilities - Summary of Marketable
Securities (Details)
48: R36 Marketable Securities and Fair Value of Financial HTML 51K
Assets and Liabilities - Additional Information
(Detail)
49: R37 Marketable Securities and Fair Value of Financial HTML 49K
Assets and Liabilities - Schedule of Financial
Assets and Liabilities at Fair Value on Recurring
Basis (Detail)
50: R38 Marketable Securities and Fair Value of Financial HTML 36K
Assets and Liabilities - Summary of Changes in the
Fair Value of Company's CVR Liability (Detail)
51: R39 Property and Equipment, Net - Schedule of Property HTML 43K
and Equipment, Net (Detail)
52: R40 Property Plant Equipment Net - Additional HTML 26K
Information (Detail)
53: R41 Accrued Expenses and Other Current Liabilities - HTML 35K
Schedule of Accrued Expenses and Other Current
Liabilities (Detail)
54: R42 Preferred Stock, Series A Non-Voting Convertible HTML 137K
Preferred Stock and Common Stock - Additional
Information (Detail)
55: R43 Stock-Based Compensation - Additional Information HTML 107K
(Detail)
56: R44 Stock-Based Compensation - Schedule of Fair Value HTML 34K
Option Granted (Detail)
57: R45 Stock-Based Compensation - Schedule of Common HTML 78K
Stock Option Activity (Detail)
58: R46 Stock-Based Compensation - Schedule of HTML 43K
Performance-Based Restricted Stock Units (Details)
59: R47 Stock-Based Compensation - Summary of Information HTML 45K
Pertaining to Stock Purchase Rights Granted under
Employee Stock Purchase Plan (Detail)
60: R48 Stock-Based Compensation - Schedule of Stock-based HTML 36K
Compensation Expense by Type of Award (Detail)
61: R49 Stock-Based Compensation - Schedule of Stock Based HTML 31K
Compensation Expense (Detail)
62: R50 Income Taxes - Additional Information (Detail) HTML 64K
63: R51 Income Taxes - Schedule of Effective Income Tax HTML 45K
Rate Reconciliation (Detail)
64: R52 Income Taxes - Schedule of Deferred Tax Assets HTML 49K
(Detail)
65: R53 Income Taxes - Changes in Valuation Allowance for HTML 28K
Deferred Tax Assets (Detail)
66: R54 Commitments and Contingencies - Additional HTML 87K
Information (Detail)
67: R55 Commitments and Contingencies - Summary of HTML 42K
Elements of Lease Expense Net of Sublease Income
(Detail)
68: R56 Commitments and Contingencies - Summary of Future HTML 47K
Minimum Payments under Operating Lease (Detail)
69: R57 Net Loss Per Share - Schedule of Earnings Per HTML 59K
Share Basic and Diluted (Detail)
70: R58 Net Loss Per Share - Summary of Potential Dilutive HTML 35K
Securities (Detail)
71: R59 Net Loss Per Share - Additional Information HTML 25K
(Details)
72: R60 Retirement Plan - Additional Information (Detail) HTML 32K
73: R61 Subsequent Events - Additional Information HTML 54K
(Details)
75: XML IDEA XML File -- Filing Summary XML 144K
78: XML XBRL Instance -- cogt-20231231_htm XML 2.01M
74: EXCEL IDEA Workbook of Financial Report Info XLSX 148K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.63M
Linkbases Document -- cogt-20231231
76: JSON XBRL Instance as JSON Data -- MetaLinks 543± 858K
77: ZIP XBRL Zipped Folder -- 0000950170-24-019770-xbrl Zip 3.04M
| EX-97.1 |
Exhibit 97.1
COGENT BIOSCIENCES, INC. INCENTIVE COMPENSATION CLAWBACK POLICY
Recoupment of Incentive-Based Compensation
It is the policy of Cogent Biosciences, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period) due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements. This Incentive Compensation Clawback Policy (this “Policy”) has been adopted by the Company’s Board of Directors (the “Board”) effective October 2, 2023 (the “Effective Date”). The Board may amend or change the terms of this Policy at any time for any reason, including as required to comply with any laws, rules, regulations and listing standards that may be applicable to the Company.
Policy Administration and Definitions
This Policy is administered by the Compensation Committee (the “Committee”) of the Board and is intended to comply with, and as applicable to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Rule 5608 adopted by the Nasdaq Stock Market to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”).
For purposes of this Policy:
Determination by the Compensation Committee
If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined on a pre-tax basis. The Company will maintain and will provide to The Nasdaq Stock Market documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.
Methods of Clawback
The Company may effect any recovery pursuant to this Policy in any manner consistent with applicable law, including by requiring payment of such amount(s) to the Company, by set- off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the Nasdaq Stock Market listing rules and not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Not Exclusive Remedy
Any right of recoupment or recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company (including, but not limited to, Section 304 of the Sarbanes-Oxley Act of 2002); provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to this Policy. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to this Policy.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/24 Cogent Biosciences, Inc. 10-Q 3/31/24 47:6M Donnelley … Solutions/FA 3/29/24 Cogent Biosciences, Inc. S-3 4:373K Donnelley … Solutions/FA |