COGT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 7, 2022

COGENT BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 945-5576

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act.  ☒

On Tuesday, June 7, 2022, Cogent Biosciences, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) at 9:00 a.m. Eastern Time. As of the close of business on April 19, 2022, the record date for the 2022 Annual Meeting, there were 45,819,266 shares of common stock entitled to vote at the meeting. At the 2022 Annual Meeting, each of the Company’s director nominees was elected and the other proposal voted on was approved. The proposals are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2022, and the final voting results are set forth below.

On Friday, June 10, 2022, the Company issued a press release announcing positive initial data from its ongoing Phase 2 APEX clinical trial, which evaluates the selective KIT D816V inhibitor bezuclastinib in patients with advanced systemic mastocytosis. The Company will host a conference call today, Friday, June 10, 2022 at 8:00 a.m., Eastern Time, to discuss the data results.

A copy of the press release and the presentation which will be referenced during the conference call are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.