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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