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.

The number of authorized shares reserved for issuance under the 2018 Plan was increased by 2,795,737 shares effective as of January 1, 2023. 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 March 31, 2023, 796,715 shares of common stock remain available for issuance under the 2018 Plan.

In February 2023, the Board approved grants in aggregate of up to 2,500,000 performance-based restricted stock units (“PSU”) under the 2018 Plan. These grants are contingent on stockholder approval of an increase to the number of shares reserved for issuance under the 2018 Plan at the Company’s 2023 annual stockholder meeting in June 2023. An award holder can generally receive between 0% and 200% of the target award based on achievement of specified stock price hurdles and development milestones over a three-year performance period ending in February 2026. PSUs will generally vest, if at all, in a single tranche in February 2026. As the awards are contingent on stockholder approval and no grant date has been established for accounting purposes, in accordance with ASC 718 Compensation- Stock Compensation, no stock compensation expense has been recorded for these awards in the three months ended March 31, 2023.

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 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 March 31, 2023, 677,995 shares of common stock remain available for issuance under the Inducement 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, 2023. As of March 31, 2023, 490,040 shares remain available for issuance under the ESPP.

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,
	2023		2022
Research and development expenses		2,956	$	1,924
General and administrative expenses		2,894		2,251
Total	$	5,850	$	4,175

As of March 31, 2023, total unrecognized compensation cost related to the unvested stock-based options was $67.2 million, which is expected to be recognized over a weighted average period of 2.71 years.