SEC Form POS AM filed by Cogent Biosciences Inc.

As filed with the Securities and Exchange Commission on May 6, 2025.

Registration No. 333-264773

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

(Post-Effective Amendment No. 1)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

COGENT BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		46-5308248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

275 Wyman Street, 3rd Floor

Waltham, MA 02451

(617) 945-5576

(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

 

Andrew Robbins

President and Chief Executive Officer

Cogent Biosciences, Inc.

275 Wyman Street, 3rd Floor

Waltham, MA 02451

(617) 945-5576

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Ryan A. Murr

Branden C. Berns

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, CA 94111

(415) 393-8373

 

 

Approximate date of commencement of proposed sale to the public: This post-effective amendment No. 1 deregisters those securities that remain unsold hereunder as of the effective date hereof.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the following Registration Statement on Form S-3 (the “Registration Statement”), filed by Cogent Biosciences, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission:

 

•

Registration Statement No. 333-264773, initially filed on May 6, 2022 and declared effective on May 24, 2022, utilizing a “shelf” registration process to offer and sell in one or more offerings from time to time up to a maximum aggregate offering price of $300,000,000 in securities and to register for issuance and sale, up to a maximum aggregate offering price of $75,000,000 of common stock that may be issued and sold under a sales agreement, dated May 6, 2022, with Guggenheim Securities, LLC.

The Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Amendment, all of such securities registered but unsold under the Registration Statement.

In reliance upon Rule 478, under the Securities Act no other person is required to sign this Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on May 6, 2025.

 

Cogent Biosciences, Inc.
By:		/s/ Andrew Robbins
		Andrew Robbins
		Chief Executive Officer and President
		(Principal Executive Officer)