Welcome to our dedicated page for Cogent Biosciences SEC filings (Ticker: COGT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cogent Biosciences filings document a biotechnology issuer focused on precision therapies for genetically defined diseases. Form 8-K reports record quarterly and annual financial results, bezuclastinib business updates, clinical-data presentations for GIST and Systemic Mastocytosis programs, and Regulation FD disclosures tied to trial results.
The filing record also covers capital-structure and governance matters, including common stock listed on the Nasdaq Global Select Market, a completed offering of 1.625% Convertible Senior Notes due 2031, material agreements such as corporate lease arrangements, and proxy statement items for director elections, auditor ratification and annual meeting voting matters.
Cogent Biosciences President and CEO Andrew Robbins reported two bona fide gifts of common stock. On May 19, 2026, he transferred 160,000 shares to a family trust for estate planning purposes and made a separate 160,000-share gift from his direct holdings.
After these transfers, Robbins’ direct ownership stands at 497,503 common shares, and the family trust holds 160,000 shares as an indirect position. These transactions were recorded at a price of $0.00 per share, reflecting that they were gifts rather than market sales.
Cogent Biosciences, Inc. Schedule 13G/A reports that Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn each beneficially own 9,043,903 shares of common stock, representing 5.29% of the class as of 03/31/2026. The filing states these holdings are comprised of shares held by Deerfield Partners, L.P., with shared voting and dispositive power reported.
Cogent Biosciences reported a wider quarterly loss as it advances late‑stage drug programs and prepares for commercialization. Net loss for the three months ended March 31, 2026 was $97.4 million, up from $72.0 million a year earlier, driven by higher research and development expense of $75.4 million and general and administrative expense of $28.2 million as the company builds its commercial organization.
Cogent ended the quarter with $866.4 million in cash, cash equivalents and marketable securities and expects this to fund operations into 2028, including potential U.S. launches of bezuclastinib for systemic mastocytosis and GIST, pending approval. The company has submitted an NDA for bezuclastinib in Non‑Advanced Systemic Mastocytosis, accepted with a PDUFA date of December 30, 2026, and an NDA for bezuclastinib plus sunitinib in second‑line GIST under the Real‑Time Oncology Review program. A Phase 3 GIST trial showed median progression‑free survival of 16.5 months for the combination versus 9.2 months for sunitinib alone. Cogent also issued $230 million of 1.625% Convertible Senior Notes due 2031 and raised $45.7 million via its at‑the‑market equity program.
Cogent Biosciences reported a first quarter 2026 net loss of $97.4 million, wider than the prior year as it ramps research and commercial activities. Total operating expenses rose to $103.6 million, driven by higher R&D and general and administrative spending tied to pipeline progress and launch preparation.
The company ended March 31, 2026 with $866.4 million in cash, cash equivalents and marketable securities and expects this to fund operations into 2028, including potential commercialization of bezuclastinib in systemic mastocytosis and GIST. Cogent has multiple NDAs for bezuclastinib under FDA review, including a GIST filing accepted under the Real-Time Oncology Review program and an NDA for non-advanced systemic mastocytosis with a PDUFA target action date of December 30, 2026, and is planning for dual launches pending approvals.
Cogent Biosciences is asking stockholders to vote at its virtual 2026 annual meeting on June 9, 2026 on three items: electing three Class II directors, ratifying PricewaterhouseCoopers as auditor, and approving, on an advisory basis, executive pay.
The proxy describes a staggered seven‑member board led by an independent chair, fully independent key committees, and director compensation centered on cash retainers and stock options/RSUs. It highlights 2025 achievements, including positive results from three registrational trials for bezuclastinib in SM and GIST, preparation for a U.S. commercial launch targeted for the second half of 2026, and advancement of multiple early‑stage oncology programs.
The company reports completing two oversubscribed equity and convertible note offerings in 2025, generating about $215.8 million and $546.8 million in net proceeds and ending the year with roughly $901 million in cash, cash equivalents and marketable securities, which it believes can fund operations into 2028. Executive compensation is portrayed as heavily performance‑based, with 2025 annual bonuses paid at 135% of target after the board judged goals to be exceeded.
Cogent Biosciences director Karen Jean Ferrante received a stock option award covering 686 shares of common stock. The options were granted on April 1, 2026 with an exercise price of $35.24 per share and expire on April 1, 2036.
The award was issued as compensation for her services as a non-employee director, where she elected to receive options instead of cash. After this grant, she directly holds options for 686 shares, providing equity-based compensation aligned with the company’s performance.
Cogent Biosciences reported a Form 144 notice showing proposed sales tied to a conversion: 7,000,000 shares of Common Stock associated with the conversion of Series A Convertible Preferred Stock on 03/31/2026. The filing also records 3,500,000 shares sold on 01/22/2026.
Fairmount Healthcare Fund II LP, an entity associated with Fairmount Funds Management LLC, converted 28,000 shares of Cogent Biosciences Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration on March 31, 2026. The fund then sold 7,000,000 Common shares in an open-market transaction at $34.66 per share, reducing its indirect Common Stock holdings to 5,503,418 shares. Following the conversion, it continues to hold 39,414 shares of Series A Convertible Preferred Stock, each convertible into 250 Common shares, subject to a 9.9% beneficial ownership cap.
Fairmount Funds Management LLC and affiliates report updated ownership in Cogent Biosciences after converting preferred stock and selling shares. They beneficially own 15,356,918 shares of common stock, representing 8.6% of the company. This includes 5,503,418 common shares and 9,853,500 shares currently issuable upon conversion of 39,414 shares of Series A Convertible Preferred Stock.
On March 31, 2026, Fairmount Healthcare Fund II L.P. converted 28,000 shares of Series A Preferred Stock into 7,000,000 common shares for no cash consideration under the Certificate of Designations, then sold 7,000,000 common shares in a block trade at $34.66 per share. The ownership percentage is based on 179,162,320 common shares outstanding as of March 31, 2026.