[8-K] Cogent Biosciences, Inc. Reports Material Event

Rhea-AI Filing Summary

Cogent Biosciences completed a public offering of $230,000,000 aggregate principal amount of its 1.625% Convertible Senior Notes due 2031, including the full exercise of the underwriters’ over-allotment option. The notes are senior, unsecured obligations bearing 1.625% interest, paid semiannually, and mature on November 15, 2031, unless earlier converted, redeemed, or repurchased.

Holders can convert under specified stock price and trading conditions, or near maturity, with Cogent settling in cash, common stock, or a mix. The initial conversion rate is 22.2469 shares per $1,000 principal amount (about $44.95 per share), with potential adjustments and make-whole increases. Initially, a maximum of 7,419,340 shares of common stock may be issued upon conversion based on a maximum conversion rate of 32.2580 shares per $1,000 principal amount.

Insights

Convertible securities analyst

Cogent raises $230,000,000 via low‑coupon notes that may convert into equity through 2031.

The company issued 1.625% Convertible Senior Notes due 2031, adding a sizable layer of senior, unsecured debt at a relatively low cash interest cost. The notes pay 1.625% semiannually and include standard events of default, repurchase on Fundamental Change, and redemption rights after November 20, 2029 if stock price conditions are met.

The conversion mechanics tie closely to Cogent’s share price and trading levels. The initial conversion rate of 22.2469 shares per $1,000 principal amount implies an initial conversion price around $44.95 per share, with a maximum initial conversion exposure of 7,419,340 shares based on a higher 32.2580-share rate. Anti‑dilution and make‑whole adjustments may increase the rate after certain corporate events, so the ultimate equity impact depends on future stock performance and corporate actions.

The structure also includes additional “special interest” of up to an extra 0.50% per year for limited periods if specific reporting-related defaults occur, which partly aligns noteholder protection with timely disclosure. Overall, this is a significant financing that mixes modest ongoing interest expense with potential future dilution, without specifying how the proceeds will be deployed in this excerpt.

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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): November 18, 2025

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.)

275 Wyman Street, 3rd 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 November 18, 2025, Cogent Biosciences, Inc. (the “Company”) completed its previously-announced public offering (the “Offering”) of $230,000,000 aggregate principal amount of its 1.625% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the underwriters’ over-allotment option to purchase up to an additional $30.0 million principal amount of the Notes. The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of November 18, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of November 18, 2025, between the Company and the Trustee.

The Notes are general, unsecured, senior obligations of the Company. The Notes will accrue interest payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026, at a rate equal to 1.625% per year. In addition, special interest will accrue on the Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the U.S. Securities and Exchange Commission as provided in the Indenture and as described below. The Notes will mature on November 15, 2031 (the “Maturity Date”), unless earlier converted, redeemed or repurchased by the Company.

Noteholders may convert their Notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price per share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock, as described in the Indenture; (4) if the Company calls such Notes for redemption; and (5) at any time from, and including, August 15, 2031 until the close of business on the scheduled trading day immediately before the Maturity Date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, based on the applicable conversion rate(s). The initial conversion rate is 22.2469 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $44.95 per share, and is subject to adjustment as described in the Indenture. If certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after November 20, 2029 and on or before the 26th scheduled trading day immediately before the Maturity Date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “Fundamental Change” (as defined in the Indenture) occurs, then, subject to certain conditions and except as set forth in the Indenture, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition in the Indenture of a Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Common Stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Note in accordance with the Indenture within a specified period of time; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $20,000,000; (vii) certain final judgments being rendered against the Company or any of its significant subsidiaries for the payment of at least $20,000,000, where such judgments are not discharged or stayed within 60 days after date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (viii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest, if any, on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days, at a rate per annum equal to 0.25% of the principal amount of the Notes for the first 180 days on which special interest accrues and, thereafter, at a rate per annum equal to 0.50% of the principal amount thereof.

The above descriptions of the Indenture and the Notes are summaries and are not complete. Copies of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summaries are qualified in their entirety by reference to the terms of the Base Indenture, the Supplemental Indenture and the Notes set forth in such exhibits.

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 7,419,340 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 32.2580 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

A copy of the opinion of Gibson, Dunn & Crutcher LLP, relating to the validity of the Notes and the Common Stock underlying the Notes in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1		Indenture, dated as of November 18, 2025, between Cogent Biosciences, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of November 18, 2025, between Cogent Biosciences, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3		Form of certificate representing the 1.625% Convertible Senior Notes due 2031 (included as Exhibit A in Exhibit 4.2).
5.1		Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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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: November 18, 2025				COGENT BIOSCIENCES, INC.
				By:		/s/ Evan Kearns
						Evan Kearns
						Chief Legal Officer and Corporate Secretary

FAQ

What did Cogent Biosciences (COGT) announce in this 8-K?

Cogent Biosciences reported that it completed a public offering of $230,000,000 aggregate principal amount of 1.625% Convertible Senior Notes due 2031, including the full exercise of the underwriters’ over-allotment option.

What are the key terms of Cogent Biosciences’ 1.625% Convertible Senior Notes due 2031?

The notes are general, unsecured, senior obligations that bear 1.625% annual interest, payable semiannually on May 15 and November 15 starting May 15, 2026, and mature on November 15, 2031, unless converted, redeemed, or repurchased earlier.

Under what conditions can Cogent Biosciences’ convertible notes be converted into COGT common stock?

Noteholders may convert only in specified situations, including when the common stock trades above 130% of the conversion price for a set number of days, when note trading prices fall below a defined threshold versus the stock, upon certain corporate events or distributions, if the notes are called for redemption, or at any time from August 15, 2031 until just before maturity.

What is the initial conversion rate and potential share issuance for Cogent Biosciences’ notes?

The initial conversion rate is 22.2469 shares of common stock per $1,000 principal amount of notes, implying an initial conversion price of about $44.95 per share. Based on a maximum initial conversion rate of 32.2580 shares per $1,000, initially up to 7,419,340 shares of common stock may be issued upon conversion.

Can Cogent Biosciences redeem the 1.625% convertible notes before 2031?

Cogent may redeem the notes, in whole or in part, on or after November 20, 2029 and before the 26th scheduled trading day immediately before maturity, at par plus accrued interest, but only if its common stock price exceeds 130% of the conversion price for specified trading periods and at least $75,000,000 principal amount remains outstanding if it redeems less than all notes.

How are Cogent Biosciences’ convertible notes protected in case of a Fundamental Change?

If a Fundamental Change, such as certain business combinations or delisting events, occurs, noteholders may require Cogent to repurchase their notes for cash at 100% of principal plus accrued and unpaid interest to, but excluding, the repurchase date, subject to the conditions in the indenture.

Are the shares issued upon conversion of Cogent Biosciences’ notes registered under the Securities Act?

Any shares of common stock issued upon conversion are expected to be issued in transactions exempt from Securities Act registration under Section 3(a)(9), as no commission or other remuneration is expected to be paid in connection with conversions and resulting share issuances.