SEC Form S-8 filed by Cogent Biosciences Inc.
As filed with the Securities and Exchange Commission on February 25, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
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 No.) |
275 Wyman Street, 3rd Floor
Waltham, Massachusetts 02451
(Address of Principal Executive Offices, Zip Code)
Amended and Restated Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan
Cogent Biosciences, Inc. 2018 Employee Stock Purchase Plan
Cogent Biosciences, Inc. 2020 Inducement Plan
(Full title of the plans)
Andrew Robbins
President and Chief Executive Officer
275 Wyman Street, 3rd Floor
Waltham, Massachusetts 02451
(Name and address of agent for service)
(617) 945-5576
(Telephone number, including area code, of agent for service)
Copies to:
Sean C. Feller
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, CA 90067
(310) 552-8500
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.
| 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. ☐
INTRODUCTION
This Registration Statement on Form S-8 is filed by Cogent Biosciences, Inc. (the “Registrant”) to register an additional (i) 4,418,469 shares of its common stock, par value $0.001 per share (“Common Stock”), available for issuance pursuant to the Amended and Restated Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan, (ii) 125,000 shares of Common Stock available for issuance pursuant to the Cogent Biosciences, Inc. 2018 Employee Stock Purchase Plan, and (iii) 1,300,000 shares of Common Stock available for issuance pursuant to the Cogent Biosciences, Inc. 2020 Inducement Plan.
Pursuant to General Instruction E of Form S-8, the information contained in the Registrant’s Registration Statements on Form S-8 filed on February 26, 2024 (Registration No. 333-277360), August 8, 2023 (Registration No. 333-273802), March 14, 2023 (Registration No. 333-270522), March 17, 2022 (Registration No. 333-263638), August 17, 2021 (Registration No. 333-258865), March 16, 2021 (Registration No. 333-254320), November 5, 2020 (Registration No. 333-249884), March 26, 2020 (Registration No. 333-237406), March 28, 2019 (Registration No. 333-230559) and April 4, 2018 (Registration No. 333-224137), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference and made a part hereof, except for those items being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on February 25, 2025.
| COGENT BIOSCIENCES, INC. | ||
| By: | /s/ Andrew Robbins | |
| Name: | Andrew Robbins | |
| Title: | President and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Robbins, John Green, and Evan Kearns, and each of them severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with the Registration Statement, including to sign and file in the name and on behalf of the undersigned as a director or officer of Cogent Biosciences, Inc. (1) any and all amendments or supplements (including any and all stickers and post-effective amendments) to the Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (2) any and all additional registration statements, and any and all amendments thereto, relating to the same offering of securities as those that are covered by the Registration Statement that are filed pursuant to Rule 462(b) promulgated under the Securities Act with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
| Signature |
Title |
Date | ||
| /s/ Andrew Robbins Andrew Robbins |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 25, 2025 | ||
| /s/ John Green John Green |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 25, 2025 | ||
| /s/ Chris Cain, Ph.D. Chris Cain, Ph.D. |
Director | February 25, 2025 | ||
| /s/ Karen Ferrante, M.D. Karen Ferrante, M.D. |
Director | February 25, 2025 | ||
| /s/ Peter Harwin Peter Harwin |
Director | February 25, 2025 | ||
| /s/ Arlene M. Morris Arlene M. Morris |
Director | February 25, 2025 | ||
| /s/ Matthew E. Ros Matthew E. Ros |
Director | February 25, 2025 | ||
| /s/ Todd E. Shegog Todd E. Shegog |
Director | February 25, 2025 | ||