Cogent Biosciences, Inc. 10-Q

Item 1. Financial Statements (Unaudited) COGENT BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (unaudited) March 31, December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 191,047 $ 219,684 Prepaid expenses and other current assets 3,686 2,949 Total current assets 194,733 222,633 Operating lease, right-of-use asset 3,197 2,771 Property and equipment, net 2,078 1,706 Restricted cash 1,255 1,255 Other assets 5,606 3,727 Total assets $ 206,869 $ 232,092 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4,015 $ 3,483 Accrued expenses and other current liabilities 8,409 8,210 CVR liability (Note 3) 3,060 3,060 Operating lease liability 2,395 2,324 Total current liabilities 17,879 17,077 Operating lease liability, net of current portion 1,127 831 Total liabilities 19,006 17,908 Commitments and contingencies (Note 7) Stockholders’ equity: Preferred stock, $ 0.001 par value; 9,000,000 shares authorized; no shares issued or outstanding — — Series A non-voting convertible preferred stock, $ 0.001 par value; 1,000,000 shares authorized; 95,334 and 103,289 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 78,400 85,400 Common stock, $ 0.001 par value; 150,000,000 shares authorized; 45,819,266 shares and 43,805,922 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 46 44 Additional paid-in capital 411,024 399,713 Accumulated deficit ( 301,607 ) ( 270,973 ) Total stockholders’ equity 187,863 214,184 Total liabilities and stockholders’ equity $ 206,869 $ 232,092 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 COGENT BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share amounts) (unaudited) Three Months Ended March 31, 2022 2021 Operating expenses: Research and development 25,470 8,213 General and administrative 5,948 4,587 Total operating expenses 31,418 12,800 Loss from operations ( 31,418 ) ( 12,800 ) Other income: Interest income 107 125 Other income 677 604 Change in fair value of CVR liability — 343 Total other income 784 1,072 Net loss and comprehensive loss $ ( 30,634 ) $ ( 11,728 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.68 ) $ ( 0.34 ) Weighted average common shares outstanding, basic and diluted 45,105,923 34,879,296 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 COGENT BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share amounts) (unaudited) Series A Non-Voting Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2021 103,289 $ 85,400 43,805,922 $ 44 $ 399,713 $ ( 270,973 ) $ 214,184 Conversion of Series A non-voting preferred stock into common stock ( 7,955 ) ( 7,000 ) 1,988,750 2 6,998 — — Issuance of common stock under Employee Stock Purchase Plan — — 18,995 — 129 — 129 Issuance of common stock upon exercise of stock options — — 5,599 — 9 — 9 Stock-based compensation expense — — — — 4,175 — 4,175 Net loss — — — — — ( 30,634 ) ( 30,634 ) Balances at March 31, 2022 95,334 $ 78,400 45,819,266 $ 46 $ 411,024 $ ( 301,607 ) $ 187,863 Series A Non-Voting Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2020 132,244 $ 110,881 32,347,905 $ 32 $ 322,454 $ ( 198,700 ) $ 234,667 Conversion of Series A non-voting preferred stock into common stock ( 18,409 ) ( 16,200 ) 4,602,250 5 16,195 — $ — Issuance of common stock to settle CVR liability — — 212,429 — 2,043 — $ 2,043 Issuance of common stock for services — — 31,683 — 260 — $ 260 Stock-based compensation expense — — — — 1,521 — $ 1,521 Net loss — — — — — ( 11,728 ) $ ( 11,728 ) Balances at March 31, 2021 113,835 94,681 37,194,267 37 342,473 ( 210,428 ) $ 226,763 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 COGENT BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended March 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 30,634 ) $ ( 11,728 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 69 17 Stock-based compensation expense 4,175 1,781 Change in fair value of CVR liability — ( 343 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 737 ) 1,392 Operating lease, right-of-use asset 491 446 Other assets ( 1,879 ) — Accounts payable 532 ( 417 ) Accrued expenses and other current liabilities 199 ( 2,029 ) Operating lease liability ( 550 ) ( 485 ) Net cash used in operating activities ( 28,334 ) ( 11,366 ) Cash flows from investing activities: Purchases of property and equipment ( 441 ) — Net cash used in investing activities ( 441 ) — Cash flows from financing activities: Proceeds from issuance of stock from employee stock purchase plan 129 — Proceeds from issuance of common stock upon stock option exercises 9 — Payment to CVR Holders — ( 85 ) Net cash (used in) provided by financing activities 138 ( 85 ) Net decrease in cash, cash equivalents and restricted cash ( 28,637 ) ( 11,451 ) Cash, cash equivalents and restricted cash at beginning of period 220,939 243,445 Cash, cash equivalents and restricted cash at end of period $ 192,302 $ 231,994 Supplemental disclosure of cash flow information: Right-of-use assets obtained in exchange for new operating lease liabilities $ 917 $ — Supplemental disclosure of noncash investing and financing information: Conversion of Series A non-voting convertible preferred stock into common stock $ 7,000 $ 16,200 Issuance of shares in partial settlement of CVR liability $ — $ 2,043 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 COGENT BIOSCIENCES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Nature of the Business and Basis of Presentation Cogent Biosciences, Inc. (“Cogent” or the “Company”) is a biotechnology company focused on developing precision therapies for genetically defined diseases. Cogent’s approach is to design rational precision therapies that treat the underlying cause of disease and improve the lives of patients. Cogent’s most advanced program is bezuclastinib, also known as CGT9486, a highly selective tyrosine kinase inhibitor designed to potently inhibit the KIT D816V mutation as well as other mutations in KIT exon 17. In the vast majority of cases, KIT D816V is responsible for driving Systemic Mastocytosis (“SM”), a serious disease caused by unchecked proliferation of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors (“GIST”), a type of cancer with strong dependence on oncogenic KIT signaling. Bezuclastinib is a highly selective and potent KIT inhibitor with the potential to provide a new treatment option for these patient populations. In addition to bezuclastinib, the Company’s research team is developing a portfolio of novel targeted therapies to help patients fighting serious, genetically driven diseases, initially targeting FGFR2 and ErbB2. The Company was incorporated in March 2014 under the laws of the State of Delaware. On October 2, 2020 the Company filed an amendment to its certificate of incorporation to change its name from Unum Therapeutics Inc. to Cogent Biosciences, Inc. The name change became effective on October 6, 2020. In connection with the name change, the Company’s common stock began trading under the ticker symbol “COGT” and the new CUSIP for the Company’s common stock is 19240Q 201. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, the impact of COVID-19, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including a net loss of $ 30.6 million for the three months ended March 31, 2022. As of March 31, 2022, the Company had an accumulated deficit of $ 301.6 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of the interim condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance of the condensed consolidated financial statements. The Company expects that it will continue to incur significant expenses in connection with its ongoing business activities. The Company will need to seek additional funding through equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements, partnerships, joint ventures, combinations or divestitures of one or more of its assets or businesses. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative arrangements or divest its assets. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The consolidated balance sheet at December 31, 2021 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary 5 for a fair statement of the Company’s financial position as of March 31, 2022 and results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021 have been made. The Company’s results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that may be expected for t he year ending December 31, 202 2 . Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Mono, Inc. and Kiq Bio LLC. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the CVR liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. The Company adopted ASU 2020-06 on January 1, 2022 . The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. 3. Fair Value of Financial Assets and Liabilities The following tables present the Company’s fair value hierarchy for its financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands) : Fair Value Measurements at March 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: CVR Liability $ — $ — $ 3,060 $ 3,060 Total Liabilities $ — $ — $ 3,060 $ 3,060 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: CVR Liability $ — $ — $ 3,060 $ 3,060 Total Liabilities $ — $ — $ 3,060 $ 3,060 On July 6, 2020, the Company issued a non-transferrable contingent value right (“CVR”), which was distributed to stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to acquire Kiq Bio LLC (“Kiq”) or sold to the Private Investment in Public Equity (“PIPE”) investors. Holders of the CVR are entitled to receive common shares and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy cell therapy assets for a period of three years from July 2020. In accordance with the terms of the CVR agreement, the payment to CVR holders will be made in shares or cash, depending on the timing of the receipt of the sales proceeds by the Company. For sales proceeds received by the Company prior to 6 December 31, 2020, CVR holders were entitled to receive payment in the form of common shares of the Company. For sales proceeds received by the Company after December 31, 2020 and prior to July 2023, CVR holders are entitled to receive payment in cash. The Company classifies the CVR as a liability on its condensed consolidated balance sheet. The fair value of the CVR liability was determined using the probability weighted discounted cash flow method to estimate future cash flows associated with the sale of the legacy cell therapy assets, including the Bolt-on Chimeric Receptor (“BOXR”) technology and Autologous Cell Therapy Industrial Automation (“ACTIA”) technology (collectively, the “BOXR Platform, Antibody-Coupled T cell Receptor (“ACTR”) technology and other fixed assets based on assumptions at the date of the CVR issuance and each subsequent quarterly period end, less certain permitted deductions. For sales proceeds received by the Company prior to December 31, 2020, the number of common shares to be received by CVR holders was determined by dividing the proceeds received by the Company by the closing price of the Company’s common stock on July 6, 2020 of $ 8.80 . The closing price of the Company’s common stock at each measurement date through February 2021 was used to determine the fair value of the share payments included in the CVR liability. The liability measured at the date of CVR issuance was recorded as a common stock dividend, returning capital to the legacy stockholders of record as of the close of business on July 6, 2020. Changes in fair value of the liability are recognized as a component of Other income (expense) in the condensed consolidated statement of operations and comprehensive loss. The CVR liability was valued based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. On August 28, 2020, the Company sold the BOXR Platform and subsequently sold additional fixed assets, triggering a payment to CVR holders. In November 2020, the Company issued 707,938 shares of common stock in partial settlement of the CVR liability. In February 2021, the Company issued an additional 212,429 shares of common stock and paid $ 0.1 million in partial settlement of the CVR liability. Any settlement of the remaining CVR liability will be a cash settlement. The following table sets forth a summary of the changes in the fair value of the Company’s CVR liability (in thousands) : Balance at December 31, 2020 $ 5,531 Change in fair value ( 343 ) CVR settlement ( 2,128 ) Balance at December 31, 2021 $ 3,060 Change in fair value — CVR settlement — Balance at March 31, 2022 $ 3,060 During the three months ended March 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3 . 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands) : March 31, 2022 December 31, 2021 Accrued employee compensation and benefits $ 1,454 $ 3,389 Accrued external research and development expense 4,181 1,953 Accrued external manufacturing costs 427 1,556 Accrued professional and consulting services 2,095 1,077 Other 252 235 Total $ 8,409 $ 8,210 5. Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock The Company’s authorized capital stock consists of 150,000,000 shares of common stock, par value $ 0.001 per share, and 10,000,000 shares of preferred stock, par value $ 0.001 per share, 1,000,000 of which are designated as Series A Preferred Stock and 9,000,000 of which shares of preferred stock are undesignated. 7 Series A Non-Voting Convertible Preferred Stock On July 6, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Merger and the PIPE. The Certificate of Designation provides for the issuance of shares of Series A Preferred Stock, par value $ 0.001 per share. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) prior to the stockholder approval of the Conversion Proposal or at any time while at least 40 % of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company. Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into 250 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9 % and 19.9 %) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. Cumulatively, through March 31, 2022, 67,991 shares of Series A Preferred Stock, or 41.6 % of the issued Series A Preferred Stock, have been converted into 16,997,750 shares of common stock. The 95,334 shares of Series A Preferred Stock outstanding as of March 31, 2022 are convertible into 23,833,500 shares of common stock. No other classes of preferred stock have been designated and no other preferred shares have been issued or are outstanding as of March 31, 2022. Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and non-assessable. On February 8, 2021, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $ 200.0 million of common stock, preferred stock, debt securities, warrants or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. Additionally, on February 8, 2021, pursuant to the Form S-3, the Company entered into a Sales Agreement (the “SVB Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 75.0 million through SVB Leerink as the sales agent. Cumulatively, the Company has sold 3,954,900 shares of common stock under the SVB Sales Agreement with offering prices ranging between $ 9.25 and $ 10.30 per share for net proceeds of approximately $ 38.0 million. No shares were sold under the SVB Sales Agreement in the three months ended March 31, 2022. 6. 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 8 reserved for the 2018 Plan automatically increase s 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. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,752,237 shares effective as of January 1, 2022. 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. On June 16, 2021, 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. Upon stockholder approval, in accordance with ASC 718- Compensation- Stock Compensation , a grant date was established for accounting purposes with respect to 3,402,768 options previously granted to employees and non-employee directors during the year ended December 31, 2021, which were subject to stockholder approval of the amendment and restatement of the 2018 Plan. As of March 31, 2022, 1,518,076 shares of common stock remain available for issuance under the 2018 Plan. 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 Cogent’s common stock or capital structure. On November 5, 2020, the Company filed a Registration on Form S-8 related to the 3,750,000 shares of its common stock reserved for issuance under the Inducement Plan. As of March 31, 2022, 728,995 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. The number of authorized shares reserved for issuance under the ESPP was increased by 125,000 shares effective as of January 1, 2022. In January 2022, 18,995 shares were issued to employees under the ESPP. As of March 31, 2022, 442,924 shares remain available for issuance under the ESPP. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands) : Three Months Ended March 31, 2022 2021 Research and development expenses $ 1,924 $ 206 General and administrative expenses 2,251 1,575 Total $ 4,175 $ 1,781 As of March 31, 2022, total unrecognized compensation cost related to the unvested stock-based options was $ 54.6 million, which is expected to be recognized over a weighted average period of 3.19 years. 7. Commitments and Contingencies Operating Leases Corporate Headquarters- Cambridge, MA The Company leases office and laboratory space in Cambridge, MA for its corporate headquarters under a non-cancelable operating lease (the “Cambridge Lease”) that expires in April 2023 , with the Company’s option to extend for an additional five-year term. The Company has the right to terminate the lease in the event of the inability to use the space due to substantial damage while the lessor has the right to terminate the lease for tenant’s default of lease financial obligations. Per the terms of the Cambridge Lease, the Company does not have any residual value guarantees. This extension has not been considered in the determination of the lease liability 9 as the Company is not obligated to exercise its option and it is not reasonably certain that the option will be exercised. The lease payments include fixed lease payments that escalate over the term of the lease on an annual basis. The Cambridge Lease is a net lease, as the non-lease components ( i.e. common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease component and related payments are not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. The discount rate used in determining the lease liability represents the Company’s incremental borrowing rate as the rate implicit in the lease could not be readily determined. On August 28, 2020, the Company amended the lease (the “Cambridge Lease Amendment”) resulting in increased annual rent payments. No other terms of the Cambridge Lease were changed. The Company determined that the lease modification did not grant an additional right of use and concluded that the modification was not a separate new lease, but rather that it should reassess and remeasure the right-of-use asset and lease liability on the effective date of the modification. The Company increased the right-of-use asset and operating lease liabilities by $ 0.9 million, respectively. Concurrent with the Cambridge Lease Amendment and the BOXR sale, the Company entered into a sublease (the “Cambridge Sublease Agreement”) for a significant portion of the leased premises for the remaining term of the lease. Under the terms of the Cambridge Sublease Agreement, the sublessee leased approximately 70 % of the facility and is responsible for the corresponding percentage of operating lease costs and variable lease costs. Variable lease costs include common area maintenance and other operating charges. Research Facility- Boulder, CO On July 6, 2021, the Company entered into a lease agreement (the “Original Lease”) pursuant to which the Company leases approximately 38,075 square feet (the “Initial Premises”) in Boulder, CO, which will include office and laboratory space. Subsequently, on March 29, 2022, the Company entered into the First Amendment to the lease agreement (the “First Amendment” and together with the Original Lease, the “Boulder Lease”) pursuant to which the Company leases approximately 6,582 square feet of additional office space on the second floor (the “Expansion Premises”). The Company expects to incur net construction costs of $ 8.0 million to $ 10.0 million for the development of the Initial Premises at the Boulder location. Per the terms of the Original Lease, the landlord will contribute an aggregate of approximately $ 6.9 million toward the cost of landlord assets (the “Improvements”), as well as an additional amount of up to approximately $ 2.3 million in the form of a tenant improvement loan at an annual interest rate of 6 %. Any monies borrowed under the tenant improvement loan are required to be repaid over the Boulder Lease term. Additionally, under the terms of the First Amendment, the landlord will provide an additional tenant improvement allowance (the “Additional Allowance”) of $ 0.6 million, of which $ 0.3 million will be used in the Initial Premises toward the cost of landlord assets. The remaining $ 0.3 million additional allowance is to be used for work to be performed in the Expansion Premises for the construction of lessee assets. The Boulder Lease has an initial term of 12 years with the option to extend for three successive five-year terms. Boulder Lease payments will begin in June 2023 after an initial free rent period. Rent will be payable in equal monthly installments and subject to annual increases over the term. Additionally, the Company is responsible for reimbursing the landlord for its share of the building’s property taxes and operating expenses. The Boulder Lease is an operating lease. In connection with the Boulder Lease, the Company provided a cash security deposit to the landlord in an amount of $ 0.7 million which is recorded in Other Assets in the condensed consolidated balance sheet as of March 31, 2022. The lease commencement date occurred for a portion of the Expansion Premises in March 2022 as the Company gained access to the space under the terms of the lease. The Company has recorded the right-of-use asset and lease liability for this lease component of $ 1.1 million as of the lease commencement date. As of March 31, 2022, the Company has determined that it does not have control of the Initial Premises, as defined in ASC 842, during the construction period and as such, the accounting lease commencement date has not occurred as of March 31, 2022 and the Company will not record a right-of-use asset or lease liability for the Initial Premises until the accounting lease commencement date which is expected to be in the second quarter of 2022. The Company has determined the cost of Improvements during the construction period are lessor assets and considered a prepayment of lease under ASC 842. The Company has paid $ 1.1 million towards the construction of lessor assets, which is included in Other Assets in the condensed consolidated balance sheet as of March 31, 2022. The elements of the lease expense, net of sublease income, were as follows (in thousands): 10 Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 612 Variable lease cost (1) 261 Sublease Income ( 652 ) Total lease cost $ 221 Other information Cash paid for amounts included in the measurement of lease liabilities $ 873 Weighted average remaining lease term 4.25 Weighted average discount rate 8.93 % (1) The variable lease costs for the three months ended March 31, 2022 include common area maintenance and other operating charges. Future minimum lease payments under the Cambridge and Boulder operating leases commenced as of March 31, 2022 are as follows (in thousands): Year Ending December 31, 2022 (remaining 9 months) 1,885 2023 928 2024 134 2025 138 2026 141 Thereafter 1,370 Total future minimum lease payments 4,596 Less: imputed interest 886 Less: tenant improvement allowance receivable 188 Total operating lease liability $ 3,522 Included in the condensed consolidated balance sheet: Current operating lease liability $ 2,395 Operating lease liability, net of current portion 1,127 Total operating lease liability $ 3,522 Under the terms of the Cambridge Lease, the Company issued a $ 1.3 million letter of credit to the landlord as collateral for the leased facility. The underlying cash collateralizing this letter of credit has been classified as non-current restricted cash in the accompanying condensed consolidated balance sheets. This is a refundable deposit and not a lease payment. Under the terms of the Cambridge Sublease Agreement, the sublessee obtained a letter of credit for $ 1.3 million for the benefit of the Company. This has been excluded from the undiscounted cash flows above. License Agreements Plexxikon License Agreement In July 2020, the Company obtained an exclusive, sublicensable, worldwide license (the “License Agreement”) to certain patents and other intellectual property rights to research, develop and commercialize bezuclastinib. Under the terms of the License Agreement, the Company is required to pay Plexxikon Inc. (“Plexxikon”) aggregate payments of up to $ 7.5 million upon the satisfaction of certain clinical milestones and up to $ 25.0 million upon the satisfaction of certain regulatory milestones. In April 2022, as a result of the Company’s review of the progression of the Peak study and discussions with Plexxikon, the first milestone clinical milestone was deemed to have been achieved, triggering payment of $ 2.5 million to Plexxikon in Q2 2022. The Company is also required to pay Plexxikon tiered royalties ranging from a low-single digit percentage to a high-single digit percentage on annual net sales of products. These royalty obligations last on a product-by-product basis and country-by-country basis until the latest of (i) the date on which there is no validate claim of a licensed 11 Plexxikon patent covering a subject product in such country or (ii) the 10 th anniversary of the date of the first commercial sale of the product in such country. In addition, if the Company sublicenses the rights under the License Agreement, the Company is required to pay a certain percentage of the sublicense revenue to Plexxikon ranging from mid- double digit percentages to mid-single digit percentages, depending on whether the sublicense is entered into prior to or after certain clinical trial events. The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Company may terminate the license agreement within 30 days after written notice in the event of a material breach. The Company may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2022 or its consolidated financial statements as of December 31, 2021. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. 8. Net Loss Per Share Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts) : Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 30,634 ) $ ( 11,728 ) Net loss attributable to common stockholders $ ( 30,634 ) $ ( 11,728 ) Denominator: Weighted average common shares outstanding, basic and diluted 45,105,923 34,879,296 Net loss per common share, basic and diluted $ ( 0.68 ) $ ( 0.34 ) The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: March 31, 2022 2021 Stock options to purchase common stock 12,101,396 4,154,361 Series A Preferred Stock 23,833,500 28,458,750 35,934,896 32,613,111 12 9. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The 401(k) Plan allows for discretionary matching contributions of 100 % of the first 4 % of elective contributions, which vest immediately. Contributions under the plan were approximately $ 0.1 million for the three months ended March 31, 2022 and 2021, respectively. 10. Subsequent Events Waltham lease agreement On March 19, 2022, the Company and Cimpress USA Incorporated (the “Cimpress”) entered into a sublease agreement (the “Waltham Sublease”) pursuant to which the Company will sublease approximately 17,749 square feet of office space in Waltham, MA (the “Subleased Space”). The Waltham Sublease became effective on May 5, 2022, upon receiving landlord consent. The Waltham Sublease has a term of four years and four months , commencing June 1, 2022 and expiring September 30, 2026 . The Company will pay Cimpress base rent at an initial rate of $ 42.50 per square foot per year. Rent will be payable in equal monthly installments and subject to $ 1.00 per square foot annual increases over the term. Additionally, the Company is responsible for reimbursing Cimpress for the Company’s share of the building’s property taxes and operating expenses . Registration on Form S-3 and ATM Sales Agreement On May 6, 2022, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $ 300 million of common stock, preferred stock, debt securities, warrants or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. Additionally, on May 6, 2022, pursuant to the Form S-3, the Company entered into a Sales Agreement (the “Sales Agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 75 million through Guggenheim Securities as the sales agent. On May 6, 2022, the Company filed an Amendment to its February 8, 2021 S-3 Registration Statement to terminate the effectiveness of the registration statement and to remove from registration all securities registered but not sold under the registration statement. The Company terminated the existing SVB Sales Agreement, effective as of May 5, 2022. The Company will no t incur any termination penalties as a result of the termination of the SVB Sales Agreement. No further sales will be made pursuant to the SVB Sales Agreement. 13