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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, Inc. (COGT) entered into a Commercial Supply Agreement with Hovione FarmaCiencia S.A. to manufacture bezuclastinib spray-dried dispersion and tablet Product for the company. Cogent will provide rolling quarterly forecasts and commit to purchase minimum percentages of its Product requirements from Hovione, with these percentages decreasing over time.
The agreement has an initial five-year term and then renews automatically in successive two-year periods, unless either party gives written notice a specified time before a renewal. Both Cogent and Hovione may also terminate in specified situations, including uncured breach, prolonged force majeure, insolvency, or certain regulatory or legal developments affecting the Product or its manufacture.
Cogent Biosciences, Inc. (COGT) director Arlene Morris reported option exercises and related share sales in Cogent Biosciences stock. On 2026-08-27 she exercised stock options for 45,510 shares of common stock (41,927 at an exercise price of $5.64 per share and 3,583 at $2.52 per share), from fully vested awards. The same day she sold 45,510 shares of common stock in open-market transactions at weighted average prices of $37.0925 and $37.5396 per share, with actual sale prices ranging from $36.46–$37.65 per share. All transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2026.
Cogent Biosciences, Inc. (COGT) director Arlene Morris filed a notice of proposed sale of company common stock under Rule 144. The filing covers up to 45,510 shares of common stock, with an indicated aggregate value of about $1,671,127.20, to be sold through Morgan Stanley Smith Barney LLC on the NASDAQ, with a proposed sale date of August 27, 2026. The shares are to be sold in connection with an exercise of stock options for cash.
Cogent Biosciences, Inc. reports that a group of Deerfield entities and James E. Flynn have filed an amended Schedule 13G reflecting their current ownership of Cogent common stock. Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn each report beneficial ownership of 5,006,104 shares of common stock, representing 2.88% of the outstanding class. Voting and dispositive authority over these shares is reported on a shared basis among the reporting persons, and they state that they now hold 5 percent or less of this class of securities.
Cogent Biosciences, Inc. disclosed that it has filed a prospectus supplement in connection with its existing Sales Agreement with Guggenheim Securities, LLC, permitting "at-the-market" offerings of its common stock under Rule 415. The prospectus supplement covers the offer and sale of up to $400,000,000 of common shares.
The shares are registered under Cogent’s automatic shelf registration statement on Form S-3ASR (File No. 333-291384), which is already effective. Offerings will be made only by means of the prospectus supplement, and a supporting legal opinion from Gibson, Dunn & Crutcher LLP is filed as an exhibit.
Cogent Biosciences, Inc. is a clinical-stage biotechnology company developing precision therapies for genetically defined diseases, led by bezuclastinib (CGT9486), a selective KIT inhibitor being pursued for systemic mastocytosis and gastrointestinal stromal tumors. In 2025 the company reported positive top-line results from registrational trials in three indications and has three NDAs for bezuclastinib under FDA review, with PDUFA target action dates in November and December 2026 for two of them.
The company has established an “at the market” program to issue and sell up to $400,000,000 of common stock from time to time through Guggenheim Securities, which will receive a 3.0% commission on gross sales and act as sales agent or principal. Assuming an illustrative sale at $42.39 per share, Cogent estimates pro forma as-adjusted net tangible book value of $4.71 per share, implying $37.68 of immediate dilution to new investors. Net proceeds are intended for development and regulatory activities for bezuclastinib and other candidates, the anticipated U.S. commercial launch of bezuclastinib, and general corporate purposes.
Cogent Biosciences, Inc. is a clinical-stage biotechnology company developing precision therapies, led by bezuclastinib for systemic mastocytosis (SM) and gastrointestinal stromal tumors (GIST). Three U.S. new drug applications for bezuclastinib are under FDA review, including a Priority Review for second-line GIST with a PDUFA target date of November 30, 2026 and a non-advanced SM PDUFA date of December 30, 2026.
For the quarter ended June 30, 2026, Cogent reported a net loss of $96.4 million, wider than $73.5 million a year earlier, driven by higher research and development expense of $70.8 million and general and administrative expense of $31.8 million as it builds late-stage and commercial capabilities. Six‑month net loss was $193.8 million.
As of June 30, 2026, Cogent held $792.3 million in cash, cash equivalents and marketable securities and had $230.0 million of 1.625% convertible senior notes due 2031 outstanding. Including post‑quarter at‑the‑market equity proceeds, management states this liquidity is expected to fund operations into late 2028, including potential commercial launch of bezuclastinib.
Cogent Biosciences reported second quarter 2026 results while highlighting major regulatory and clinical milestones for bezuclastinib. The company has three New Drug Applications under review and is on track for potential FDA decisions for bezuclastinib in GIST on November 30, 2026 and in Advanced Systemic Mastocytosis on December 30, 2026. Detailed Phase 3 PEAK data in imatinib-resistant/intolerant GIST showed the bezuclastinib plus sunitinib combination reduced risk of progression or death by 50% (hazard ratio 0.50) with median progression-free survival of 16.5 months versus 9.2 months for sunitinib alone, and objective response rates of 46% versus 26%. In AdvSM, the pivotal APEX trial showed a 65% overall response rate among 68 evaluable patients.
Cogent completed hiring of a cross-functional commercial and medical field team in preparation for potential launches. As of June 30, 2026, cash, cash equivalents and marketable securities were $792.3 million, and including $73.6 million of post‑quarter ATM proceeds, management cites a pro forma cash balance of $865.9 million, expected to fund operations into late 2028. Second quarter 2026 research and development expenses were $70.8 million and general and administrative expenses were $31.8 million, leading to a net loss of $96.4 million. The company also granted options on 226,700 shares and 189,700 RSUs as inducement awards to 59 new employees.
Vanguard Capital Management LLC reports beneficial ownership of Cogent Biosciences Inc common stock on a Schedule 13G. Vanguard and certain affiliates report beneficial ownership of 8,691,589 shares, representing 5.08% of the outstanding common stock as of the reporting date.
Vanguard has sole voting power over 1,279,259 shares and sole dispositive power over 8,691,589 shares, with no shared voting or dispositive power. The position includes securities held by various Vanguard funds and managed accounts over which Vanguard entities exercise voting and/or dispositive authority, but no other individual person has an interest exceeding 5%.
BlackRock, Inc. reports its institutional ownership position in Cogent Biosciences, Inc. common stock in an amended Schedule 13G. As of June 30, 2026, BlackRock and specified reporting business units beneficially owned 13,593,063 shares of Cogent Biosciences common stock, representing 8.0% of the outstanding class.
BlackRock is reported to have sole voting power over 13,349,772 shares and sole dispositive power over 13,593,063 shares, with no shared voting or dispositive power. Various underlying clients have rights to dividends or sale proceeds, but no single client holds more than five percent of Cogent Biosciences’ outstanding common shares.