UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on February 8, 2021, Cogent Biosciences, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with SVB Securities LLC (f/k/a SVB Leerink LLC) (“SVB”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time at the Company’s sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75 million, through SVB as its sales agent. On May 5, 2022, the Company terminated the Sales Agreement effective immediately. As a result, the “at-the-market” offering facility under the Sales Agreement is no longer available for use.
A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 9, 2021 (the “Form S-3”). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.2 to the Form S-3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 6, 2022 | COGENT BIOSCIENCES, INC. | |||||
| By: | /s/ Evan D. Kearns | |||||
| Evan D. Kearns | ||||||
| Chief Legal Officer | ||||||
Document and Entity Information |
May 05, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001622229 |
| Document Type | 8-K |
| Document Period End Date | May 05, 2022 |
| Entity Registrant Name | COGENT BIOSCIENCES, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38443 |
| Entity Tax Identification Number | 46-5308248 |
| Entity Address, Address Line One | 200 Cambridge Park Drive |
| Entity Address, Address Line Two | Suite 2500 |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02140 |
| City Area Code | (617) |
| Local Phone Number | 945-5576 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.001 Par Value |
| Trading Symbol | COGT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |