Cogent Biosciences sets up $400M at-the-market sale

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.

Rhea-AI Filing Summary

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.

Filing Explained

The supplement creates up to $400 million of registered ATM capacity; it does not report a completed share issuance or proceeds.

The August 10 Form 8-K reports that Cogent filed a prospectus supplement covering up to $400 million of common stock under its existing Sales Agreement, creating registered capacity that could increase the share count if used.

The filing establishes capacity rather than a completed issuance or proceeds receipt; it does not state that any shares under this supplement have been sold.

The arrangement is an at-the-market program, meaning sales may occur gradually through the sales agent at prevailing market prices rather than through one fixed-price deal.

If shares are issued, the total share count would rise and existing holders’ percentage ownership would decrease, absent offsetting changes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM Program Size: $400,000,000 Registration Statement File Number: 333-291384 Par Value per Share: $0.001

3 metrics

ATM Program Size $400,000,000 Maximum aggregate offering amount of common stock under the Sales Agreement and prospectus supplement

Registration Statement File Number 333-291384 Automatic shelf registration statement on Form S-3ASR under which the shares are registered

Par Value per Share $0.001 Par value of Cogent Biosciences common stock eligible for offer and sale

Key Terms

at-the-market offering, automatic shelf registration statement, prospectus supplement, Rule 415

4 terms

at-the-market offering financial

"method that is deemed to be an "at-the-market offering" as defined in Rule 415"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

automatic shelf registration statement regulatory

"forms a part of the Company’s automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 415 regulatory

"method that is deemed to be an "at-the-market offering" as defined in Rule 415"

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cogent Biosciences (COGT) announce regarding its stock offering?

Cogent Biosciences filed a prospectus supplement enabling the offer and sale of up to $400,000,000 of common stock through Guggenheim Securities via an at-the-market program under its existing automatic shelf registration statement on Form S-3ASR.

What is the size of Cogent Biosciences’ (COGT) at-the-market stock program?

The prospectus supplement covers the offer and sale of up to $400,000,000 of Cogent Biosciences common stock. These shares may be sold from time to time through or to Guggenheim Securities, LLC, as sales agent or principal, in at-the-market offerings.

Under which registration statement is Cogent Biosciences (COGT) selling these shares?

The shares are registered under Cogent Biosciences’ automatic shelf registration statement on Form S-3ASR, File No. 333-291384, which was filed with the SEC on November 7, 2025 and became automatically effective upon filing.

Who is acting as sales agent for Cogent Biosciences’ (COGT) at-the-market offering?

Guggenheim Securities, LLC will act as sales agent or principal for Cogent Biosciences’ at-the-market offering. Shares of common stock may be sold at market prices by methods qualifying as an at-the-market offering under Rule 415 of the Securities Act.

What legal opinion supports Cogent Biosciences’ (COGT) new stock offering?

A legal opinion from Gibson, Dunn & Crutcher LLP relating to the shares covered by the prospectus supplement has been issued. This opinion, together with the included consent, is filed as Exhibit 5.1, with the consent also referenced as Exhibit 23.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 05:20 PM Accepted by SEC EDGAR 08/10/2026 - 05:19 PM Learn about SEC filing dates

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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 10, 2026

COGENT BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38443		46-5308248
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

180 Third Avenue, 4th Floor Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 945-5576

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 Par Value		COGT		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.01 Other Events.

As previously disclosed, on May 6, 2022, Cogent Biosciences, Inc. (the “Company”) entered into a Sales Agreement with Guggenheim Securities, LLC (“Guggenheim Securities”), as amended by that certain Amendment No. 1 to Sales Agreement, dated November 7, 2025 (as amended, the “Sales Agreement”), pursuant to which the Company may offer and sell shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at any time and from time to time through or to Guggenheim Securities, as sales agent or principal, at market prices by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On August 10, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) pursuant to Rule 424(b) under the Securities Act with the U.S. Securities and Exchange Commission (the “SEC”) relating to the offer and sale of up to $400,000,000 of shares of Common Stock (the “Shares”) under the Sales Agreement. The Prospectus Supplement forms a part of the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-291384), which was filed with the SEC on November 7, 2025 and became automatically effective upon filing.

Gibson, Dunn & Crutcher LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 10, 2026				COGENT BIOSCIENCES, INC.
				By:		/s/ Evan Kearns
						Evan Kearns
						Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB