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.
The Cogent Biosciences, Inc. (Nasdaq: COGT) SEC filings page on Stock Titan aggregates the company’s official regulatory documents from the U.S. Securities and Exchange Commission. As a biotechnology issuer focused on precision therapies for genetically defined diseases, Cogent uses its filings to disclose material information about clinical progress, financing transactions, and corporate obligations.
Key filings for COGT include current reports on Form 8-K that describe events such as positive top-line results from the SUMMIT, APEX and PEAK trials of bezuclastinib in systemic mastocytosis and gastrointestinal stromal tumors (GIST), Breakthrough Therapy Designation for bezuclastinib in certain NonAdvanced Systemic Mastocytosis populations, and alignment with the U.S. Food and Drug Administration on New Drug Application (NDA) plans. Other 8-Ks detail underwritten public offerings of common stock and 1.625% convertible senior notes due 2031, including the terms of the notes, conversion features, redemption provisions and use of proceeds.
Investors can also review filings that outline lease commitments and headquarters arrangements in Waltham, Massachusetts, as well as periodic financial disclosures furnished via 8-K regarding quarterly results and cash position. Together, these documents provide insight into Cogent’s capital structure, liquidity, and the regulatory and contractual framework supporting its bezuclastinib and broader kinase inhibitor pipeline.
On Stock Titan, Cogent’s SEC filings are updated in near real time as they appear on EDGAR. AI-powered summaries highlight the main points of lengthy documents, helping readers quickly understand complex items such as indentures for convertible notes, underwriting agreements, or detailed clinical data disclosures. Users can easily locate quarterly and annual reports when filed, track material 8-K events, and review information relevant to potential dilution, debt obligations and clinical milestones, all in one organized interface.
Fairmount Funds Management LLC, as reporting person, disclosed that Fairmount Healthcare Fund II LP sold 3,500,000 shares of Cogent Biosciences, Inc. common stock on January 22, 2026 at a price of $36.40 per share. After this sale, Fund II held 5,503,418 shares of Cogent common stock indirectly reported by Fairmount Funds Management LLC.
The filing also shows that Fund II indirectly held 16,853,500 shares of Series A Convertible Preferred Stock, each share convertible at the holder’s option into 250 shares of common stock, subject to a 9.9% beneficial ownership cap. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting and investment power over Fund II’s securities and disclaim beneficial ownership except to the extent of their pecuniary interest.
COGT has a stockholder planning to sell up to 3,500,000 shares of common stock under Rule 144 through broker Jefferies LLC on the NASDAQ market. The planned sale has an indicated aggregate market value of $127,400,000, compared with 153,505,562 common shares outstanding. The approximate start date for these sales is 01/22/2026.
The shares to be sold were originally acquired from the issuer in three public offerings: 1,200,000 shares purchased on 06/14/2022 (paid 06/16/2022 in cash), 800,000 shares purchased on 06/07/2023 (paid 06/09/2023 in cash), and 1,500,000 shares purchased on 07/09/2025 (paid 07/10/2025 in cash. The selling holder represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
Fairmount Funds files Amendment No. 9 to report a 9.9% beneficial ownership of Cogent Biosciences common stock, totaling 16,261,918 shares. This position consists of 5,503,418 shares of common stock plus 10,758,500 shares of common stock currently issuable from 43,034 shares of Series A Convertible Preferred Stock, all subject to a 9.9% beneficial ownership cap. The amendment notes that Fairmount’s Fund II in total owns 67,414 Series A preferred shares, but any additional common shares issuable above the 9.9% limit are excluded from beneficial ownership calculations. The filing also discloses that on January 22, 2026, Fund II completed a block trade selling 3,500,000 Cogent common shares at $36.40 per share.
Cogent Biosciences, Inc. disclosed that BlackRock, Inc. has filed Amendment No. 2 to a Schedule 13G reporting its beneficial ownership of the company’s common stock. BlackRock reports beneficial ownership of 11,370,224 shares, representing 6.5% of the outstanding common stock. It has sole power to vote 11,135,084 shares and sole power to dispose of 11,370,224 shares, with no shared voting or dispositive power.
BlackRock states that the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control of Cogent Biosciences. Various underlying clients have rights to dividends or sale proceeds, but no single person has an interest in more than five percent of the company’s outstanding common shares.
BlackRock, Inc. has filed an amended Schedule 13G reporting beneficial ownership of Cogent Biosciences, Inc. common stock. As of December 31, 2025, BlackRock reports beneficial ownership of 11,370,224 shares, representing 6.5% of Cogent’s outstanding common stock. It has sole voting power over 11,184,653 shares and sole dispositive power over 11,370,224 shares, with no shared voting or dispositive power.
The filing explains that these holdings reflect securities beneficially owned by certain BlackRock business units, with other units disaggregated. Various underlying clients have rights to dividends or sale proceeds, but no single client holds more than five percent of Cogent’s common shares. BlackRock certifies that the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Cogent Biosciences.
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.
Cogent Biosciences announced two financings: a common stock offering and a convertible notes offering under its automatic shelf. The company agreed to sell 9,677,420 shares at a public price of $31.00 per share, and underwriters fully exercised their 30‑day option for an additional 1,451,613 shares. Net proceeds from the equity tranche are expected to be approximately $324.0 million.
Separately, the company priced $200.0 million of 1.625% convertible senior notes due 2031, and underwriters fully exercised an additional $30.0 million option, for expected net proceeds of about $222.8 million. The equity offering is expected to close on November 13, 2025, and the notes on November 18, 2025, each subject to customary closing conditions. Both transactions were documented via underwriting agreements, with standard indemnification provisions, and supported by a legal opinion and a filed prospectus supplement.
Cogent Biosciences is offering 9,677,420 shares of common stock. The public price is $31.00 per share, implying a gross offering size of $300,000,020 and underwriting discounts of $18,000,001, for proceeds to Cogent of $282,000,019 before expenses.
The company estimates net proceeds of approximately $281.7 million. Underwriters have a 30‑day option to purchase up to 1,451,613 additional shares; if fully exercised, proceeds before expenses would be $324.3 million. Cogent intends to use proceeds, together with funds from a concurrent notes sale, to repay $50 million on its term loan (plus accrued interest and fees) and to fund development, regulatory activities and the anticipated commercial launch of bezuclastinib, as well as working capital and general purposes.
Separately, Cogent is conducting a public offering of $200,000,000 of 1.625% Convertible Senior Notes due 2031 (initial conversion price $44.95 per share) under a separate prospectus; neither transaction is contingent on the other. Following this stock offering, 173,832,642 shares will be outstanding, based on September 30, 2025 figures and stated assumptions.
Cogent Biosciences, Inc. is offering $200,000,000 of common stock pursuant to a prospectus supplement, with an underwriters’ option for up to an additional $30,000,000. Concurrently, the company has launched a separate public offering of $200,000,000 Convertible Senior Notes due 2031; neither transaction is conditioned on the other.
Cogent plans to use proceeds, together with any net proceeds from the notes, to repay $50 million on its term loan and to fund development and regulatory activities for bezuclastinib and other programs, anticipated commercial launch and commercialization efforts, and for working capital and general corporate purposes.
The prospectus highlights positive Phase 3 PEAK top-line results in GIST: bezuclastinib plus sunitinib cut the risk of progression or death by 50% (hazard ratio 0.50; 95% CI 0.39–0.65), with median PFS of 16.5 months vs 9.2 months for sunitinib alone, and an objective response rate of 46% vs 26%. Safety was generally consistent with sunitinib’s known profile.
Cogent Biosciences (COGT) is offering $200,000,000 aggregate principal amount of convertible senior notes due 2031, with a 30‑day option for underwriters to purchase up to an additional $30,000,000. Interest is payable semi‑annually, and the notes mature on November 15, 2031. Conversions may be settled in cash, common stock, or a combination at the company’s election. The notes are senior unsecured obligations and are redeemable by the company on or after November 20, 2029 if specified stock price conditions are met.
The company plans to use proceeds, together with a concurrent public equity offering of $200,000,000 (up to $230,000,000 with the option), to repay $50 million of term loans and for development, regulatory, anticipated commercial launch of bezuclastinib, and general corporate purposes. Management indicates this funding, with existing cash, supports planned operations into 2028.
Recent developments highlight top‑line results from the PEAK Phase 3 GIST trial: the bezuclastinib+sunitinib arm reduced risk of progression or death by 50% (hazard ratio 0.50; 95% CI 0.39–0.65), with median progression‑free survival of 16.5 months vs. 9.2 months for sunitinib alone, and objective response rate of 46% vs. 26%. Overall survival data are immature.