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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cogent Biosciences, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| August 5, 2025 |
Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or su |
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| August 5, 2025 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Second Quarter 2025 Financial Results Reported positive top-line results from SUMMIT evaluating bezuclastinib in patients with NonAdvanced Systemic Mastocytosis, achieving statistical significance across all primary and key secondary endpoints On track to share pivotal trial results from PEAK in GIST and APEX in AdvSM in 2H 202 |
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| July 10, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| July 10, 2025 |
Exhibit 99.1 Cogent Biosciences Announces Positive Top-line Results Achieving Statistical Significance Across All Primary and Key Secondary Endpoints from the SUMMIT Trial of Bezuclastinib in Patients with Non-Advanced Systemic Mastocytosis — Patients treated with bezuclastinib showed a superior mean change in total symptom score at 24 weeks (-24.3 points vs. -15.4 points, -8.91 point placebo-adju |
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| July 10, 2025 |
Exhibit 1.1 COGENT BIOSCIENCES, INC. 22,222,223 Shares of Common Stock UNDERWRITING AGREEMENT July 8, 2025 J.P. MORGAN SECURITIES LLC LEERINK PARTNERS LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts 02109 c/o Guggenheim |
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| July 9, 2025 |
424B5 Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-269707 PROSPECTUS SUPPLEMENT (To Prospectus dated February 10, 2023) 22,222,223 Shares Cogent Biosciences, Inc. Common Stock We are offering 22,222,223 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus. Our common stock is traded on the Nasdaq Global Select Market under the symbol “COG |
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| July 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Cogent Biosciences, Inc. |
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| July 8, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-269707 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| June 11, 2025 |
Exhibit 99.1 Cogent Biosciences Secures up to $400 Million in Non-Dilutive Financing Facility provides additional funding for next steps of the Company’s growth, including the expected launch of bezuclastinib in 2026 On track to report results from three pivotal trials this year, beginning with SUMMIT results in July WALTHAM, Mass. and BOULDER, Colo., June 11, 2025 — Cogent Biosciences, Inc. (Nasd |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 4, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 5, 2025 |
Fourth Restated Certificate of Incorporation of Cogent Biosciences, Inc. Exhibit 3.2 FOURTH RESTATED CERTIFICATE OF INCORPORATION OF COGENT BIOSCIENCES, INC. Cogent Biosciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: (1) The name of the Corporation is Cogent Biosciences, Inc. (2) The original name of the corporation was Unum Therapeutics Inc. (3) T |
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| June 5, 2025 |
Exhibit 99.1 Jefferies Global Healthcare Conference June 5, 2025 Forward-Looking Statements and Risk Factors The information contained in this presentation has been prepared by Cogent Biosciences, Inc. (“Cogent” or the “Company”) and contains information pertaining to the business and operations of the Company. The information contained in this presentation: (a) is provided as at the date hereof, |
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| June 5, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGENT BIOSCIENCES, INC. Cogent Biosciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: (1) The name of the Corporation is Cogent Biosciences, Inc. (2) The Third Amended and Rest |
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| May 6, 2025 |
Exhibit 99.1 Cogent Biosciences Reports First Quarter 2025 Financial Results Three Registration-Directed Top-line Data Readouts Remain on Track in 2025: SUMMIT in NonAdvanced SM expected in July, APEX in Advanced SM expected in second half of the-year and PEAK in GIST expected by end of year Ended 1Q 2025 with $245.7 million in cash, sufficient to fund operations into late 2026 WALTHAM, Mass. an |
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| May 6, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Cogent Biosciences, Inc. |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| May 6, 2025 |
As filed with the Securities and Exchange Commission on May 6, 2025. POS AM As filed with the Securities and Exchange Commission on May 6, 2025. Registration No. 333-264773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 (Post-Effective Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 46-5308248 (State or other jurisdicti |
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| May 6, 2025 |
Up to $50,000,000 COMMON STOCK 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| May 6, 2025 |
2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| April 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
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| April 22, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| April 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| February 25, 2025 |
EX-99.1 2 cogt-ex991.htm EX-99.1 Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Fourth Quarter and Full Year 2024 Financial Results Top-line results from SUMMIT trial in NonAdvSM patients expected July 2025 APEX trial enrollment in AdvSM patients complete; top-line results expected in 2H 2025 Top-line results from PEAK trial in 2nd-line GIST patients expected by end of 2025 |
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| February 25, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK General The following is a summary of the material terms of our capital stock, as well as other material terms of certain provisions of the Delaware General Corporation Law, our third amended and restated certificate of incorporati |
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| February 25, 2025 |
Insider Trading Policies and Procedures Exhibit 19.1 COGENT BIOSCIENCES, INC. STATEMENT OF COMPANY POLICY ON INSIDER TRADING AND DISCLOSURE This memorandum sets forth the policy of Cogent Biosciences, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities or those of other companies with whom the Company has a business relationship, such as the Company’s customers, distributors and supplier |
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| February 25, 2025 |
Cogent Biosciences, Inc. 2020 Inducement Plan and form of option award agreement thereunder Exhibit 10.12 COGENT BIOSCIENCES, INC. 2020 INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cogent Biosciences, Inc. 2020 Inducement Plan (the “Plan”). The purpose of the Plan is to enable Cogent Biosciences, Inc. (the “Company”) to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the |
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| February 25, 2025 |
As filed with the Securities and Exchange Commission on February 25, 2025 As filed with the Securities and Exchange Commission on February 25, 2025 Registration No. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38443 COGENT BIOSCIE |
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| February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2025 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Comm |
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| February 25, 2025 |
Filing Fee Table (filed herewith). 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 Resta |
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| February 25, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of our subsidiaries: Name State or Other Jurisdiction of Incorporation Name Under Which Does Business Mono Inc. Massachusetts Mono Inc. Kiq Bio LLC Delaware Kiq Bio LLC |
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| February 25, 2025 |
Employment Agreement dated as of May 25, 2024, between Cogent Biosciences, Inc. and Cole Pinnow Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and Cole Pinnow (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on May 25th, 2024 (the “Effective Date”) on the terms contained herein. NOW, THEREFORE, i |
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| February 12, 2025 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 8, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2024 |
SC 13G/A 1 cogta1111424.htm KYNAM CAPITAL MANAGEMENT, LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 19240Q201 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Stat |
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| November 14, 2024 |
COGT / Cogent Biosciences, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
COGT / Cogent Biosciences, Inc. / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| November 14, 2024 |
SC 13G/A 1 p24-3394sc13ga.htm COGENT BIOSCIENCES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19240Q201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statemen |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 12, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Comm |
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| November 12, 2024 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Third Quarter 2024 Financial Results Top-line results from registration-directed SUMMIT, PEAK and APEX trials expected in 2025 Phase 1 trial initiated for CGT-4859, a reversible, potent, selective, FGFR2 inhibitor SUMMIT and APEX clinical presentations at upcoming ASH annual meeting Strong cash position of $346 million sufficie |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 3, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| September 3, 2024 |
Exhibit 99.1 Cogent Biosciences Announces Phase 3 PEAK Trial in Patients with Gastrointestinal Stromal Tumors (GIST) Has Completed Enrollment and Advanced Past Interim Futility Analysis 413 patients enrolled in PEAK Phase 3 GIST trial, exceeding enrollment target; top-line results expected by end of 2025 PEAK interim futility analysis completed with no changes to study Registration-directed SUMMIT |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| August 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 6, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| August 6, 2024 |
Filing Fee Table (filed herewith). Exhibit 107 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 Cogent Biosciences, |
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| August 6, 2024 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Second Quarter 2024 Financial Results SUMMIT, PEAK and APEX registration-directed clinical trial enrollment remains on track; topline results expected from all three studies in 2025 Ended 2Q 2024 with $390 million, sufficient to fund operations into 2027 WALTHAM, Mass. and BOULDER, Colo., August 6, 2024 – Cogent Biosciences, In |
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| August 6, 2024 |
Exhibit 99.1 INDUCEMENT AWARD NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ Grant Date: Expiration Date: Pursuant to this Inducement Award Non-Qualified Stock Option Agreement (the “Agreement”), Cogent Biosciences, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior t |
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| August 6, 2024 |
Cogent Biosciences, Inc. Form of Inducement Restricted Stock Unit Award Agreement (filed herewith). Exhibit 99.2 INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to this Inducement Restricted Stock Unit Award Agreement (the “Agreement”), Cogent Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall re |
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| August 6, 2024 |
As filed with the Securities and Exchange Commission on August 6, 2024 As filed with the Securities and Exchange Commission on August 6, 2024 Registration No. |
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| June 27, 2024 |
Exhibit 99.1 Cogent Biosciences Announces Positive FDA Meeting and Alignment on MS2D2, a Novel Patient Reported Outcome Measure for the SUMMIT trial Enrollment in SUMMIT Part 2 remains on track for completion in Q2 2025 with top-line results expected by end of 2025 WALTHAM, Mass. and BOULDER, Colo., June 27, 2024 – Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on develop |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| June 13, 2024 |
COGT / Cogent Biosciences, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 2 |
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| June 5, 2024 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGENT BIOSCIENCES, INC. Cogent Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: (1) The name of the Corporation is Cogent Biosciences, Inc. (2) The Third Amended and Restated Certificate of |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 5, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| May 7, 2024 |
2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 7, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| May 7, 2024 |
Exhibit 99.1 Cogent Biosciences Reports First Quarter 2024 Financial Results SUMMIT, PEAK and APEX registration-directed clinical trial enrollment remains on track; topline results expected from all three studies in 2025 Ended 1Q 2024 with $435.7 million in cash, sufficient to fund operations into 2027 WALTHAM, Mass. and BOULDER, Colo., May 7, 2024 – Cogent Biosciences, Inc. (Nasdaq: COGT), a biot |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| April 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| April 8, 2024 |
COGENT BIOSCIENCES, INC. 275 Wyman Street, 3rd Floor Waltham, MA 02451 COGENT BIOSCIENCES, INC. 275 Wyman Street, 3rd Floor Waltham, MA 02451 VIA EDGAR April 8, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Cogent Biosciences, Inc. Registration Statement on Form S-3 Filed March 29, 2024 File No. 333-278382 To Whom it May Concern: Pursuant to Rule 461 promulgated under the Securities A |
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| April 1, 2024 |
COGT / Cogent Biosciences, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment SC 13D/A 1 d732153dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West |
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| March 29, 2024 |
As filed with the Securities and Exchange Commission on March 29, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 29, 2024 Registration No. |
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| March 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Cogent Biosciences, Inc. |
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| March 27, 2024 |
COGT / Cogent Biosciences, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 2 |
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| March 22, 2024 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF COGENT BIOSCIENCES, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Cogent Biosciences, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows: FIRST: The Corporation’s Certif |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 21, 2024 COGENT BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38443 46-5308248 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 22, 2024 |
Exhibit 10.1 March 21, 2024 Cogent Biosciences, Inc. 275 Wyman Street, 3rd Floor Waltham, MA 02451 Attention: Evan Kearns Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) confirms the agreement of Cogent Biosciences, Inc. (the “Company”), and the holder of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) listed on Schedul |
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| February 26, 2024 |
Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and John Robinson, PhD (the “Executive”) as of December 20, 2021 (the “Effective Date”). WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement, effective as |
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| February 26, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of our subsidiaries: Name State or Other Jurisdiction of Incorporation Name Under Which Does Business Mono Inc. Massachusetts Mono Inc. Kiq Bio LLC Delaware Kiq Bio LLC |
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| February 26, 2024 |
Exhibit 10.16 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made between Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and Evan D. Kearns (the “Executive”) as of December 20, 2021 (the “Effective Date”). WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement, effective as of M |
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| February 26, 2024 |
As filed with the Securities and Exchange Commission on February 26, 2024 As filed with the Securities and Exchange Commission on February 26, 2024 Registration No. |
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| February 26, 2024 |
Incentive Compensation Clawback Policy 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 tha |
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| February 26, 2024 |
Filing Fee Table (filed herewith). Exhibit 107 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 Restate |
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| February 26, 2024 |
2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2024 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Comm |
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| February 26, 2024 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Fourth Quarter and Full Year 2023 Financial Results SUMMIT Part 2 registration-directed study of bezuclastinb in NonAdvSM patients initiated and actively enrolling at 40 sites globally; once-daily 100 mg selected as RP2D; topline results expected by YE 2025 PEAK Phase 3 study of bezuclastinib + sunitinib in 2nd-line GIST patien |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38443 COGENT BIOSCIE |
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| February 26, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK General The following is a summary of the material terms of our capital stock, as well as other material terms of certain provisions of the Delaware General Corporation Law, our third amended and restated certificate of incorporati |
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| February 16, 2024 |
COGT / Cogent Biosciences, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment SC 13D/A 1 d793463dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West |
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| February 14, 2024 |
SC 13G 1 cogt21424.htm KYNAM CAPITAL MANAGEMENT, LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 13, 2024 COGENT BIOSCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38443 46-5308248 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2024 |
COGT / Cogent Biosciences, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245429d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COGENT BIOSCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2024 |
COGT / Cogent Biosciences, Inc. / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 14, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of February 13, 2024, by and among Cogent Biosciences, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities |
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| February 14, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 13, 2024, by and among COGENT BIOSCIENCES, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). RECITALS A. The Company and each Purchaser is |
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| February 14, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-0505exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a |
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| February 14, 2024 |
Exhibit 3.1 COGENT BIOSCIENCES, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Cogent Biosciences, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopte |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2024 |
Exhibit 99.1 Cogent Biosciences Announces Oversubscribed $225 Million Private Placement Pro-forma cash, cash equivalents and marketable securities expected to fund the Company into 2027 and through clinical readouts from ongoing SUMMIT, PEAK and APEX registration-directed trials Cogent to host investor webcast at 8:00 a.m. ET on February 23 to review the SUMMIT Part 1b data with bezuclastinib at A |
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| February 14, 2024 |
SC 13G/A 1 tm246235d23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check t |
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| February 13, 2024 |
COGT / Cogent Biosciences, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv0637-cogentbiosciencesinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Cogent Biosciences Inc Title of Class of Securities: Common Stock CUSIP Number: 19240Q201 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua |
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| February 9, 2024 |
COGT / Cogent Biosciences, Inc. / TCG Crossover GP I, LLC - SC 13G/A Passive Investment SC 13G/A 1 d779103dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q 201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the a |
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| February 5, 2024 |
COGT / Cogent Biosciences, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 9, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commissi |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| November 2, 2023 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Third Quarter 2023 Financial Results SUMMIT and APEX clinical presentations planned for 2023 ASH Annual Meeting; SUMMIT NonAdvSM data selected for oral presentation SUMMIT Part I completed upsized enrollment during Q3; SUMMIT Part 2 expected to begin in 1H 2024 at over 50 sites globally 33% ORR and >14 months median duration of |
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| November 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commi |
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| August 8, 2023 |
Filing Fee Table (filed herewith). Exhibit 107 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 Restat |
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| August 8, 2023 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Second Quarter 2023 Financial Results Initial clinical results from Phase 2 SUMMIT trial in NonAdvSM along with updated data from Phase 2 APEX trial in AdvSM on track for 2H 2023 Enrollment for Phase 3 PEAK trial in GIST continues on track Selective FGFR2 inhibitor nominated as first Cogent-discovered clinical candidate; additi |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 2i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| August 8, 2023 |
As filed with the Securities and Exchange Commission on August 8, 2023. As filed with the Securities and Exchange Commission on August 8, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 46-5308248 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| June 13, 2023 |
COGT / Cogent Biosciences Inc / Fairmount Funds Management LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-5300 ( |
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| June 8, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| June 8, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) COGENT BIOSCIENCES, INC. |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 6, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 8, 2023 |
Cogent Biosciences, Inc. Underwriting Agreement Exhibit 1.1 COGENT BIOSCIENCES, INC. 12,500,000 Shares of Common Stock UNDERWRITING AGREEMENT June 6, 2023 J.P. MORGAN SECURITIES LLC JEFFERIES LLC PIPER SANDLER & CO. GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Piper Sandler & C |
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| June 7, 2023 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED COGENT BIOSCIENCES, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Cogent Biosciences, In |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 6, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| June 1, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99 2 p23-1704exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing add |
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| June 1, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19240Q201 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| May 9, 2023 |
i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2023 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and First Quarter 2023 Financial Results Lead-in data from Phase 3 PEAK trial to be presented at the American Society of Clinical Oncology (ASCO) 2023 Annual Meeting Announced initiation of APEX Part 2 expansion trial; on-track to present initial SUMMIT clinical data in 2H 2023 Ended 1Q 2023 with $220.3 million in cash, sufficient |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| April 25, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 25, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 14, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of our subsidiaries: Name State or Other Jurisdiction of Incorporation Name Under Which Does Business Mono Inc. Massachusetts Mono Inc. Kiq Bio LLC Delaware Kiq Bio LLC |
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| March 14, 2023 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Fourth Quarter and Full Year 2022 Financial Results Initiation of APEX Part 2 planned for mid-2023 Updated clinical data from Phase 3 PEAK lead-in in GIST patients expected 1H23 Initial clinical data from Phase 2 SUMMIT trial in NonAdvSM on-track for 2H23 Ended 2022 with $259.3 million in cash; sufficient to fund operations int |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38443 COGENT BIOSCIE |
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| March 14, 2023 |
i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 14, 2023 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commissi |
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| March 14, 2023 |
Power of Attorney (included on the signature pages hereof). S-8 As filed with the Securities and Exchange Commission on March 14, 2023 Registration No. |
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| March 14, 2023 |
Filing Fee Table (filed herewith). EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Cogent Biosciences, Inc. |
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| February 14, 2023 |
SC 13G/A 1 d442314dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 14, 2023 |
COGT / Cogent Biosciences Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236221d24sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* COGENT BIOSCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen |
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| February 14, 2023 |
COGT / Cogent Biosciences Inc / TCG Crossover GP I, LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 cogt213235sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q 201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) C |
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| February 14, 2023 |
COGT / Cogent Biosciences Inc / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 14, 2023 |
SC 13G/A 1 sc13ga107422cogt02142023.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 |
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| February 14, 2023 |
EX-99.A 2 d442314dex99a.htm EX-99.A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Cogent Biosciences, Inc. Date: February 14, 2023 FRAZIER LIFE SCIENCES PUBLIC |
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| February 14, 2023 |
COGT / Cogent Biosciences Inc / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer – as specified in its charter) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2023 |
SC 13G/A 1 tm236584d9sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check th |
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| February 10, 2023 |
COGT / Cogent Biosciences Inc / Flynn James E Passive Investment SC 13G/A 1 e618238sc13ga-cbi.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Cogent Biosciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31 |
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| February 10, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) COGENT BIOSCIENCES, INC. |
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| February 10, 2023 |
As filed with the Securities and Exchange Commission on February 10, 2023. S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 10, 2023. |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| December 12, 2022 |
EX-99.1 Exhibit 99.1 Cogent Biosciences Announces Positive Updated Clinical Data from Ongoing Phase 2 APEX Trial Evaluating Bezuclastinib in Patients with Advanced Systemic Mastocytosis (AdvSM) • 89% ORR in TKI-therapy naïve patients; 73% ORR in all evaluable patients with 27-week median follow-up • Rapid and deep responses seen including first confirmed CR at 20 weeks; 77% of patients with at lea |
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| December 12, 2022 |
EX-99.2 Exhibit 99.2 Updated Clinical Data from Apex Phase 2 Study of Bezuclastinib in Advanced Systemic Mastocytosis Investor Webcast December 12, 2022 Presented at American Society of Hematology Conference December 11, 2022 This presentation and the accompanying oral commentary contain forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties eve |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 14, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| November 14, 2022 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Third Quarter 2022 Financial Results Phase 3 PEAK trial initiated comparing bezuclastinib + sunitinib vs. sunitinib alone in second line gastrointestinal stromal tumor (GIST) patients; initial safety and pharmacokinetic data from lead-in phase to be presented at CTOS 2022 Phase 2 APEX trial in Advanced Systemic Mastocytosis (Ad |
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| September 6, 2022 |
COGT / Cogent Biosciences Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COGENT BIOSCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) August 24, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 9, 2022 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and Second Quarter 2022 Financial Results On-track to present additional data from Phase 2 APEX trial by the end of 2022 Initial data from Phase 2 SUMMIT trial & lead-in data from Phase 3 PEAK trial planned for 1H23 Ended 2Q 2022 with $325.6 million, including $172.6 million in gross proceeds from June 2022 public offering, suffici |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| August 9, 2022 |
Exhibit 10.1 SUBLEASE THIS SUBLEASE (this ?Sublease?) is dated as of the 19th day of March, 2022 (the ?Effective Date?), by and between Cimpress USA Incorporated, a Delaware corporation (?Sublandlord?), and Cogent Biosciences, Inc., a Delaware corporation (?Subtenant?). R E C I T A L S WHEREAS, pursuant to that certain Office Lease dated as of January 1, 2021 (the ?Prime Lease?), by and between 27 |
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| June 21, 2022 |
COGT / Cogent Biosciences Inc / Fairmount Funds Management LLC - SC 13D/A Activist Investment UNITED STATES Securities and exchange commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) Ms. Erin O?Connor Fairmount Funds Management LLC 2001 Market Street Suite 2500 Philadelphia, PA 19103 (267) 262-5300 (Name, Ad |
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| June 17, 2022 |
COGT / Cogent Biosciences Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| June 16, 2022 |
Cogent Biosciences, Inc. Underwriting Agreement EX-1.1 2 d357403dex11.htm EX-1.1 Exhibit 1.1 COGENT BIOSCIENCES, INC. 15,169,698 Shares of Common Stock Pre-Funded Warrants to Purchase 3,030,302 Shares of Common Stock UNDERWRITING AGREEMENT June 13, 2022 JEFFERIES LLC PIPER SANDLER & CO. GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o PIPER SANDLER & CO. |
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| June 16, 2022 |
Exhibit 4.1 COGENT BIOSCIENCES, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [?] (subject to adjustment) Warrant No. [?] Original Issue Date: June 16, 2022 Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [?] or its permitted registered as |
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| June 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorpo |
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| June 16, 2022 |
Exhibit 99.1 Cogent Biosciences Announces Closing of Upsized Public Offering of Common Stock and Pre-funded Warrants and Full Exercise of Underwriters? Option to Purchase Additional Shares CAMBRIDGE, Mass. and BOULDER, Colo., June 16, 2022 ? Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, today announced t |
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| June 15, 2022 |
Exhibit 4.1 COGENT BIOSCIENCES, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [?] (subject to adjustment) Warrant No. [?] Original Issue Date: June 16, 2022 Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [?] or its permitted registered as |
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| June 15, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264773 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2022) 15,169,698 Shares Pre-funded Warrants to Purchase 3,030,302 Shares of Common Stock Cogent Biosciences, Inc. We are offering 15,169,698 of shares of our common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,030, |
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| June 15, 2022 |
Cogent Biosciences, Inc. Underwriting Agreement Exhibit 1.1 COGENT BIOSCIENCES, INC. 15,169,698 Shares of Common Stock Pre-Funded Warrants to Purchase 3,030,302 Shares of Common Stock UNDERWRITING AGREEMENT June 13, 2022 JEFFERIES LLC PIPER SANDLER & CO. GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o PIPER SANDLER & CO. 1251 Avenue of the Americas, 7th |
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| June 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2022 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated June 13, 2022 Relating to Preliminary Prospectus Supplement Dated June 13, 2022 Registration Statement No. |
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| June 13, 2022 |
$125,000,000 Cogent Biosciences, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-264773 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer |
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| June 10, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| June 10, 2022 |
Exhibit 99.1 Cogent Biosciences Announces Positive Initial Clinical Data from Ongoing Phase 2 APEX Trial Evaluating Bezuclastinib in Patients with Advanced Systemic Mastocytosis (AdvSM) All patients treated with bezuclastinib achieved ?50% reduction in serum tryptase, with a median reduction of 89%, regardless of prior KIT D816V inhibitor treatment All bone marrow biopsy-assessed patients achieved |
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| June 10, 2022 |
Exhibit 99.2 Initial Data from APEX Phase 2 Study of Bezuclastinib in Advanced Systemic Mastocytosis Investor Webcast Presented at the European Hematology Association Congress June 10, 2022 Forward Looking Statement and Risk Factors This presentation and the accompanying oral commentary contain forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertaint |
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| May 20, 2022 |
COGENT BIOSCIENCES, INC. 200 Cambridge Park Drive, Suite 2500 Cambridge, MA 02140 COGENT BIOSCIENCES, INC. 200 Cambridge Park Drive, Suite 2500 Cambridge, MA 02140 VIA EDGAR May 20, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Cogent Biosciences, Inc. Registration Statement on Form S-3 (File No. 333-264773) To Whom it May Concern: Pursuant to Rule 461 under the Securit |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| May 10, 2022 |
Exhibit 10.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (this ?First Amendment?) is made as of March 29, 2022 by and between BCSP PEAL EAST PROPERTY LLC, a Delaware limited liability company with an address c/o Beacon Capital Partners, LLC, 200 State Street, Fifth Floor, Boston, MA 02110 (?Landlord?), and COGENT BIOSCIENCES, INC., a Delaware corporation with an address of 4840 Pearl Ea |
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| May 10, 2022 |
Exhibit 99.1 Cogent Biosciences Reports Recent Business Highlights and First Quarter 2022 Financial Results Initial bezuclastinib APEX data to be presented at the European Hematology Association (EHA) 2022 Annual Congress Building a portfolio of discovery stage programs, creating potential best-in-class small molecule kinase inhibitors for genetically defined oncology indications and rare diseases |
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| May 6, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 6, 2022 |
As filed with the Securities and Exchange Commission on May 6, 2022. Table of Contents As filed with the Securities and Exchange Commission on May 6, 2022. |
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| May 6, 2022 |
Exhibit 1.2 COGENT BIOSCIENCES, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT May 6, 2022 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Guggenheim Securities, LLC (the ?Agent?), as follows: 1. Issuance and Sale of |
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| May 6, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) COGENT BIOSCIENCES, INC. |
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| May 6, 2022 |
As filed with the Securities and Exchange Commission on May 6, 2022. As filed with the Securities and Exchange Commission on May 6, 2022. Registration No. 333- 252873 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 (Post-Effective Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 46-5308248 (State or other jurisdictio |
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| April 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 17, 2022 |
As filed with the Securities and Exchange Commission on March 17, 2022 As filed with the Securities and Exchange Commission on March 17, 2022 Registration No. |
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| March 17, 2022 |
Filing Fee Table (filed herewith). Exhibit 107 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 457(c); 457(h) To be issued pursuant to the Amen |
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| March 15, 2022 |
Exhibit 10.4 COGENT BIOSCIENCES, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED: FEBRUARY 9, 2018 EFFECTIVE: MARCH 28, 2018 AMENDED AND RESTATED: JANUARY 1, 2022 The purpose of this Non-Employee Director Compensation Policy of Cogent Biosciences, Inc. (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-t |
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| March 15, 2022 |
Exhibit 99.1 Cogent Biosciences Provides Corporate Updates, Fourth Quarter and Full Year 2021 Financial Results APEX, SUMMIT and PEAK bezuclastinib clinical trials actively enrolling patients APEX initial clinical data presentation expected in the first half of 2022 R&D Investor Event planned for April 8, 2022 Ended 2021 with $219.7 million in cash, sufficient to fund operations into 2024 CAMBRIDG |
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| March 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 2022 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38443 COGENT BIOSCIE |
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| March 15, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of our subsidiaries: Name State or Other Jurisdiction of Incorporation Name Under Which Does Business Mono Inc. Massachusetts Mono Inc. Kiq Bio LLC Delaware Kiq Bio LLC |
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| March 15, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK General The following is a summary of the material terms of our capital stock, as well as other material terms of certain provisions of the Delaware General Corporation Law, our third amended and restated certificate of incorporati |
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| March 15, 2022 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of the date of the last signature below (the ?Effective Date?) by and between Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), and [officer/director] (the ?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that the inability t |
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| March 1, 2022 |
EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Cogent Biosciences, Inc. |
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| March 1, 2022 |
COGT / Cogent Biosciences Inc / Frazier Life Sciences Public Fund, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
COGT / Cogent Biosciences Inc / Ridgeback Capital Investments L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
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| February 14, 2022 |
COGT / Cogent Biosciences Inc / Logos Global Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 14, 2022 |
COGT / Cogent Biosciences Inc / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cogent Biosciences, Inc. (Name of Issuer ? as specified in its charter) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 14, 2022 |
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 11, 2022 with respect to the Common Stock, $0.001 par value of Cogent Biosciences, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the pr |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p |
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| February 14, 2022 |
COGT / Cogent Biosciences Inc / COMMODORE CAPITAL LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
COGT / Cogent Biosciences Inc / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) |
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| February 11, 2022 |
COGT / Cogent Biosciences Inc / Ally Bridge MedAlpha Master Fund L.P. - SC 13G/A Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| January 25, 2022 |
COGT / Cogent Biosciences Inc / Atlas Venture Fund IX, L.P. - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* COGENT BIOSCIENCES (Name of Issuer) Common Stock, $0.001 (Title of Class of Securities) 19240Q102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Stateme |
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| December 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 24, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| December 27, 2021 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made between Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), and John L. Green (the ?Executive?) as of December 24, 2021 (the ?Effective Date?). WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement, dated as of July 6, |
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| December 27, 2021 |
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made between Cogent Biosciences, Inc., a Delaware corporation (the ?Company?), and Jessica Sachs, MD (the ?Executive?) as of December 24, 2021 (the ?Effective Date?). WHEREAS, the Company and the Executive are currently parties to that certain Employment Agreement, effective as of |
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| November 17, 2021 |
COGT / Cogent Biosciences Inc / TCG Crossover Management, LLC - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q 201 (CUSIP Number) November 5, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q S UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| November 10, 2021 |
Exhibit 99.1 Cogent Biosciences Provides Corporate Updates and Reports Third Quarter 2021 Financial Results Initiated SUMMIT, a Phase 2 clinical trial of bezuclastinib for Nonadvanced Systemic Mastocytosis (NonAdvSM) patients PEAK, a Phase 3 clinical trial of bezuclastinib and sunitinib for Gastrointestinal Stromal Tumor (GIST) patients, remains on track for 2021 start following positive FDA discu |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 10, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| November 4, 2021 |
COGT / Cogent Biosciences Inc / COMMODORE CAPITAL LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 4, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| August 17, 2021 |
As filed with the Securities and Exchange Commission on August 16, 2021 As filed with the Securities and Exchange Commission on August 16, 2021 Registration No. |
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| August 16, 2021 |
Exhibit 99.1 Cogent Biosciences Provides Corporate Updates and Reports Second Quarter 2021 Financial Results Initiated Phase 2 open-label clinical study (APEX) for bezuclastinib (CGT9486) in patients with Advanced Systemic Mastocytosis (AdvSM) SUMMIT study for patients with Non-Advanced Systemic Mastocytosis (NonAdvSM) on track to start 2H 2021 following recent positive interactions with FDA Forme |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 16, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commissio |
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| July 9, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 6, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| July 9, 2021 |
Exhibit 10.1 PEARL EAST 4840 Pearl East Circle, Boulder, CO LEASE This Lease (the ?Lease?), dated as of the Execution Date set forth in Section 1 of the Summary of Basic Lease Information (the ?Summary?), below, is made by and between BCSP PEARL EAST PROPERTY LLC, a Delaware limited liability company (?Landlord?), and COGENT BIOSCIENCES, INC., a Delaware corporation (?Tenant?). SUMMARY OF BASIC LE |
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| July 8, 2021 |
US19240Q1022 / Unum Therapeutics, Inc. / TCG Crossover Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q 201 (CUSIP Number) June 28, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
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| June 17, 2021 |
Exhibit 10.1 AMENDED AND RESTATED COGENT BIOSCIENCES, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Cogent Biosciences, Inc. (the |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 16, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| May 12, 2021 |
Exhibit 99.1 Cogent Biosciences Provides Corporate Updates and Reports First Quarter 2021 Financial Results IND cleared for Phase 2 study of CGT9486, a selective mutant KIT inhibitor, in Advanced Systemic Mastocytosis patients John Robinson, PhD appointed as Chief Scientific Officer to lead newly created Cogent Research team Evan Kearns, JD joined Cogent as Chief Legal Officer Ended Q1 2021 with $ |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38443 Cogent Biosciences, Inc. |
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| May 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 12, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission F |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 16, 2021 |
As filed with the Securities and Exchange Commission on March 16, 2021 Registration No. |
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| March 16, 2021 |
EX-10.5 4 cogt-ex105109.htm EX-10.5 Exhibit 10.5 COGENT BIOSCIENCES, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Cogent Biosciences, Inc. 2018 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Cogent Biosciences, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stoc |
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| March 16, 2021 |
Exhibit 10.24 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Cogent Biosciences, Inc., a Delaware corporation (the ?Company?) and Jessica Sachs (the ?Executive?). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on February 1, 2021 (the ?Effective Date?) on the terms contained herein. NOW, THEREFORE |
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| March 16, 2021 |
Amended and Restated Cogent Biosciences, Inc. Non-Employee Director Compensation Policy EX-10.6 5 cogt-ex106429.htm EX-10.6 Exhibit 10.6 COGENT BIOSCIENCES, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED: FEBRUARY 9, 2018 EFFECTIVE: MARCH 28, 2018 AMENDED AND RESTATED: SEPTEMBER 29, 2020 The purpose of this Non-Employee Director Compensation Policy of Cogent Biosciences, Inc. (the “Company”), is to provide a total compensation package that enables the Com |
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| March 16, 2021 |
Exhibit 10.4 COGENT BIOSCIENCES, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Cogent Biosciences, Inc. (the ?Company?) and its Su |
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| March 16, 2021 |
COGENT BIOSCIENCES, INC. 200 Cambridge Park Drive, Suite 2500 Cambridge, MA 02140 COGENT BIOSCIENCES, INC. 200 Cambridge Park Drive, Suite 2500 Cambridge, MA 02140 VIA EDGAR March 16, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Cogent Biosciences, Inc. Registration Statement on Form S-3 (File No. 252873) To Whom it May Concern: Pursuant to Rule 461 under the Securitie |
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| March 16, 2021 |
EX-4.1 2 cogt-ex41209.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED DESCRIPTION OF CAPITAL STOCK General The following is a summary of the material terms of our capital stock, as well as other material terms of certain provisions of the Delaware General Corporation Law, our third amended and re |
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| March 16, 2021 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 16, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commission |
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| March 16, 2021 |
EX-99.1 2 d149063dex991.htm EX-99.1 Exhibit 99.1 Cogent Biosciences Reports Fourth Quarter 2020 and Full Year 2020 Financial Results CGT9486 clinical trial initiations on-track: Advanced Systemic Mastocytosis (1H21), Non-Advanced Systemic Mastocytosis (2H21), Gastrointestinal Stromal Tumors (GIST) (2H21) Final data from CGT9486 + sunitinib Phase 1/2 study presented at CTOS 2020 demonstrated 12 mon |
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| March 16, 2021 |
Subsidiaries of the Registrant EX-21.1 7 cogt-ex211111.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of our subsidiaries: Name State or Other Jurisdiction of Incorporation Name Under Which Does Business Mono Inc. Massachusetts Mono Inc. Kiq Bio LLC Delaware Kiq Bio LLC |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38443 COGENT BIOSCIE |
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| February 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2021 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Commiss |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 19240Q201 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 12, 2021 |
EX-99 2 d133663dex99.htm EX-99 CUSIP No. 19240Q201 Schedule 13G Page 13 of 14 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, |
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| February 12, 2021 |
Joint Filing Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. |
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| February 12, 2021 |
SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Cogent Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Se |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Cogent Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 19240Q201 (CUSIP Number) |
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| February 9, 2021 |
Sales Agreement, by and between the Company and SVB Leerink LLC, dated February 8, 2021. EX-1.2 Exhibit 1.2 COGENT BIOSCIENCES, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT February 8, 2021 SVB LEERINK LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Cogent Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows: 1. Issuance |
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| February 9, 2021 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on February 8, 2021. |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* COGENT BIOSCIENCES (Name of Issuer) Common Stock, $0.001 (Title of Class of Securities) 19240Q102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Stateme |
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| December 3, 2020 |
Joint Filing Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Ordinary Shares, nominal value $0. |
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| December 3, 2020 |
UMRX / Unum Therapeutics, Inc. / RTW INVESTMENTS, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 2, 2020 |
10,256,411 Shares Cogent Biosciences, Inc. Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| December 2, 2020 |
PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED MAY 1, 2019 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-230678 PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED MAY 1, 2019 This Prospectus Supplement No. 1 supplements and amends the prospectus dated May 1, 2019 (the “Prospectus”), covering the offering, issuance and sale of up to a maximum aggregate offering price of $50,000,000 (the “Maximum Offering Price”) of our common stock that may be i |
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| December 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 1, 2020 COGENT BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38443 46-5308248 (State or other jurisdiction of incorporation) (Comm |
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| December 2, 2020 |
Cogent Biosciences, Inc. Underwriting Agreement EX-1.1 2 d72504dex11.htm EX-1.1 Exhibit 1.1 10,256,411 Shares COGENT BIOSCIENCES, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT December 1, 2020 JEFFERIES LLC PIPER SANDLER & CO. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o PIPER SANDLER & CO. 345 Park Avenue, Suite 1200 New York, New York 10154 Ladies and G |
