Cogent Biosciences, Inc. Earnings Per Share Disclosure
11. Net Loss per Share
The Company computes net loss per share of common stock, Series A Preferred Stock and Series B Preferred Stock using the two-class method required for multiple classes of common stock and other participating securities. The two-class method is an earnings (loss) allocation method that requires income (loss) available to common stockholders be allocated to all such classes of common stock and other participating securities in accordance with the contractual terms of each class of stock. The Company has determined that the Series A Preferred Stock and Series B Preferred Stock represent other classes of common stock for purposes of calculating net loss per share.
Basic and diluted net loss per common share is computed by dividing the net loss by the weighted-average number of shares and pre-funded warrants outstanding during the period, without consideration of potential dilutive securities. The pre-funded warrants are included in the computation of basic net loss per common share as the exercise price is negligible and they are fully vested and exercisable. For periods in which the Company generated a net loss, the Company does not include potential shares of common stock in diluted net loss per share when the impact of these items is anti-dilutive. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potential shares of common stock would be anti-dilutive.
In accordance with ASC Topic 260, Earnings Per Share, the outstanding pre-funded warrants are included in the computation of basic and diluted net loss per share because the exercise price is negligible ($0.01 per share) and they are fully vested and exercisable at any time after the original issuance date.
The following tables set forth the computation of basic and diluted net loss per share of Common Stock, Series A Preferred Stock, and Series B Preferred Stock (in thousands, except share and per share amounts):
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|
Year Ended December 31, 2025 |
|
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|
|
Series A Preferred Stock |
|
|
Series B Preferred Stock |
|
|
Common Stock |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Allocated net loss |
|
$ |
(36,434 |
) |
|
$ |
(14,612 |
) |
|
$ |
(277,890 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding, basic and diluted |
|
|
67,600 |
|
|
|
6,778 |
|
|
|
128,899,408 |
|
Net loss per share, basic and diluted |
|
$ |
(538.96 |
) |
|
$ |
(2,155.80 |
) |
|
$ |
(2.16 |
) |
|
|
Year Ended December 31, 2024 |
|
|||||||||
|
|
Series A Preferred Stock |
|
|
Series B Preferred Stock |
|
|
Common Stock |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Allocated net loss |
|
$ |
(35,564 |
) |
|
$ |
(18,873 |
) |
|
$ |
(201,422 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding, basic and diluted |
|
|
73,350 |
|
|
|
9,731 |
|
|
|
103,856,611 |
|
Net loss per share, basic and diluted |
|
$ |
(484.85 |
) |
|
$ |
(1,939.47 |
) |
|
$ |
(1.94 |
) |
|
|
Year Ended December 31, 2023 |
|
|||||||||
|
|
Series A Preferred Stock |
|
|
Series B Preferred Stock |
|
|
Common Stock |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Allocated net loss |
|
$ |
(37,481 |
) |
|
$ |
— |
|
|
$ |
(154,929 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding, basic and diluted |
|
|
77,085 |
|
|
|
— |
|
|
|
79,657,942 |
|
Net loss per share, basic and diluted |
|
$ |
(486.23 |
) |
|
$ |
— |
|
|
$ |
(1.94 |
) |
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 shares of common stock, 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:
|
|
December 31, |
|
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|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock options to purchase common stock |
|
|
27,358,567 |
|
|
|
21,497,158 |
|
|
|
15,502,746 |
|
Shares issuable upon conversion of convertible notes |
|
|
5,116,787 |
|
|
|
— |
|
|
|
— |
|
Performance-based restricted stock units subject to vesting |
|
|
3,990,000 |
|
|
|
2,714,000 |
|
|
|
2,500,000 |
|
Time-based restricted stock units subject to vesting |
|
|
539,000 |
|
|
|
80,000 |
|
|
|
— |
|
|
|
|
37,004,354 |
|
|
|
24,291,158 |
|
|
|
18,002,746 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 26, 2024 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.