Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on February 8, 2021, Cogent Biosciences, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with SVB Securities LLC (f/k/a SVB Leerink LLC) ("SVB") with respect to an "at-the-market" offering program under which the Company could offer and sell, from time to time at the Company's sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $75 million, through SVB as its sales agent. On May 5, 2022, the Company terminated the Sales Agreement effective immediately. As a result, the "at-the-market" offering facility under the Sales Agreement is no longer available for use.

A copy of the Sales Agreement was filed as Exhibit 1.2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 9, 2021 (the "Form S-3"). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.2 to the Form S-3.

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