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0001622229EX-FILING FEESfalsefalsefalseTo be issued pursuant to the Cogent Biosciences, Inc. 2020 Inducement PlanTo be issued pursuant to the Cogent Biosciences, Inc. 2018 Employee Stock Purchase PlanTo be issued pursuant to the Amended and Restated Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan0.00015310.00015310.0001531 0001622229 2025-02-25 2025-02-25 0001622229 1 2025-02-25 2025-02-25 0001622229 2 2025-02-25 2025-02-25 0001622229 3 2025-02-25 2025-02-25 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107.1
CALCULATION OF FILING FEE TABLE
Form
S-8
Cogent Biosciences, Inc.
Table 1 – Newly Registered Securities
 
               
Security Type  
Security
Class
Title
  Fee
Calculation
Rule
  Amount
Registered (1)
  Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering
Price
 
Fee
Rate
  Amount of
Registration
Fee
               
Equity   Common Stock, par value $0.001 per share              
               
   
To be issued pursuant to the Amended and Restated Cogent
Biosciences, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan”)
  457(a)   4,418,469 (2)   $8.06(2)   $35,612,860.14(2)   $
153.10 per $1,000,000
  $5,452.33
               
   
To be issued pursuant to the Cogent
Biosciences, Inc. 2018 Employee
Stock Purchase Plan (the “ESPP”)
  457(a)   125,000(3)   $6.85(3)   $856,250(3)   $
153.10 per $1,000,000
  $131.09
               
   
To be issued pursuant to the Cogent
Biosciences, Inc. 2020 Inducement Plan (the “Inducement Plan”)
  457(a)   1,300,000(4)   $8.06(4)   $10,478,000(4)   $
153.10 per $1,000,000
  $1,604.18
           
Total Offering Amounts   5,843,469     $46,947,110.14     $7,187.60
           
Total Fee Offsets           $0
           
Net Fee Due                   $7,187.60
 
(1)    In addition to the number of shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Registrant stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2)    Represents an automatic increase to the number of shares available for issuance under the 2018 Plan in accordance with the automatic annual increase provision therein, effective as of January 1, 2025. The price of $8.06 per share, which is the average of the high and low sale prices of the Common Stock of the Registrant as quoted on the Nasdaq Global Select Market on February 21, 2025, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act and has been used as these shares are without a fixed price.
(3)    Represents an automatic increase to the number of shares available for issuance under the ESPP in accordance with the automatic annual increase provision therein, effective as of January 1, 2025. The price of $6.85 per share is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, and is based on 85% of $8.06, which is the average of the high and low sale prices of the Common Stock of the Registrant as quoted on the Nasdaq Global Select Market on February 21, 2025. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less.
(4)    Represents additional shares added to the Inducement Plan. The price of $8.06 per share, which is the average of the high and low sale prices of the Common Stock of the Registrant as quoted on the Nasdaq Global Select Market on February 21, 2025, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act and has been used as these shares are without a fixed price.