As filed with the Securities and Exchange Commission on March 14, 2023
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
(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. ☑