Cogent signs 5-year bezuclastinib supply deal

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

Q: What agreement did Cogent Biosciences (COGT) announce with Hovione?

Q: What products are covered by Cogent Biosciences’ (COGT) new supply agreement?

Q: How long is the initial term of Cogent Biosciences’ (COGT) Commercial Supply Agreement with Hovione?

Q: How will Cogent Biosciences (COGT) order Product under the Hovione agreement?

8-K Event Classification

Key Figures

Key Terms

What agreement did Cogent Biosciences (COGT) announce with Hovione?

What products are covered by Cogent Biosciences’ (COGT) new supply agreement?

How long is the initial term of Cogent Biosciences’ (COGT) Commercial Supply Agreement with Hovione?

How will Cogent Biosciences (COGT) order Product under the Hovione agreement?

Under what circumstances can the Cogent Biosciences (COGT) supply agreement with Hovione be terminated?

Cogent Biosciences entered into a Commercial Supply Agreement with Hovione FarmaCiencia S.A. for manufacturing bezuclastinib spray-dried dispersion and tablet Product, based on rolling forecasts and minimum purchase commitments that decrease over the term.

The agreement covers bezuclastinib spray-dried dispersion and bezuclastinib tablets, collectively referred to as Product, which Hovione will manufacture for Cogent Biosciences under the Commercial Supply Agreement.

The Commercial Supply Agreement has an initial five-year term, after which it will automatically renew for successive two-year terms unless either party gives written notice within a specified period before the next renewal.

Cogent will purchase Product using rolling forecasts, updated quarterly. A specified near-term portion of each forecast is binding on both parties, while the remaining portion is a non-binding good-faith estimate subject to defined adjustment limits.

Cogent Biosciences establishes a long-term commercial supply arrangement with Hovione for manufacturing bezuclastinib formulations under a renewable multi-year agreement.

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Form Type

8-K

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.

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Initial term length: 5 years Automatic renewal period: 2 years Forecast frequency: Quarterly

3 metrics

Initial term length 5 years Initial term of the Commercial Supply Agreement between Cogent and Hovione

Automatic renewal period 2 years Length of each successive automatic renewal term after the initial term

Forecast frequency Quarterly Rolling forecasts for Product purchases are updated quarterly under the Agreement

Commercial Supply Agreement, spray-dried dispersion, force majeure

3 terms

Commercial Supply Agreement regulatory

"entered into a Commercial Supply Agreement (the “Agreement”) with Hovione"

spray-dried dispersion technical

"to manufacture bezuclastinib spray-dried dispersion and bezuclastinib tablets"

force majeure regulatory

"including the other party’s uncured breach, a prolonged force majeure event, insolvency"

Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.

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

Cogent Biosciences entered into a Commercial Supply Agreement with Hovione FarmaCiencia S.A. for manufacturing bezuclastinib spray-dried dispersion and tablet Product, based on rolling forecasts and minimum purchase commitments that decrease over the term.

The agreement covers bezuclastinib spray-dried dispersion and bezuclastinib tablets, collectively referred to as Product, which Hovione will manufacture for Cogent Biosciences under the Commercial Supply Agreement.

The Commercial Supply Agreement has an initial five-year term, after which it will automatically renew for successive two-year terms unless either party gives written notice within a specified period before the next renewal.

Cogent will purchase Product using rolling forecasts, updated quarterly. A specified near-term portion of each forecast is binding on both parties, while the remaining portion is a non-binding good-faith estimate subject to defined adjustment limits.

Either party may terminate in certain circumstances, including the other party’s uncured breach, a prolonged force majeure event, insolvency, and specified regulatory or legal developments affecting the Product or its manufacture.

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

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Available on EDGAR 09/02/2026 - 04:11 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:11 PM EDT

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 1, 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 1.01

Entry into a Material Definitive Agreement.

On September 1, 2026, Cogent Biosciences, Inc. (the “Company”) entered into a Commercial Supply Agreement (the “Agreement”) with Hovione FarmaCiencia S.A. (“Hovione”) to manufacture bezuclastinib spray-dried dispersion and bezuclastinib tablets (“Product”). The Agreement provides that the Company will purchase Product pursuant to rolling forecasts and will purchase specified minimum percentages of its requirements for each Product from Hovione, which percentages decrease over the term of the Agreement. Each forecast is updated quarterly, with a specified near-term portion binding on both parties and the balance constituting non-binding, good faith estimates subject to specified adjustment limits. The Agreement will remain in effect for an initial five-year term, followed by successive automatic two-year renewals. Either party may terminate the Agreement by written notice delivered a specified period prior to commencement of the applicable renewal term. In addition, either party has the right to terminate the Agreement in certain circumstances, including the other party’s uncured breach, a prolonged force majeure event, insolvency and specified regulatory and legal developments affecting the Product or its manufacture.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Agreement, which will be filed, with certain confidential information omitted, as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2026.

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.

Source: View Original Filing on SEC EDGAR

Date: September 2, 2026

COGENT BIOSCIENCES, INC.

/s/ Evan Kearns

Evan Kearns

Chief Legal Officer and Corporate Secretary

3 documents