Cogent Biosciences, Inc.

Information

We previously entered into the Sales Agreement, dated May 6, 2022, with Guggenheim Securities, pursuant to which we may issue and sell, from time to time, shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $75.0 million through Guggenheim Securities, as the sales agent, in an at the market offering (the “ATM Offering”), of which $50.0 million of such shares remain unsold (the “Unsold Securities”). The Unsold Securities were previously registered on our registration statement on Form S-3 (File No. 333-264773), which was initially filed with the SEC on May 6, 2022 and became effective on May 24, 2022 (the “2022 Registration Statement”). On May 6, 2025, we filed with the SEC (a) a post-effective amendment to the 2022 Registration Statement terminating the offering of the Unsold Securities under the 2022 Registration Statement, and (b) a prospectus supplement to our automatic shelf registration statement on Form S-3ASR (Registration No. 333-269707), which registration statement was filed and became effective on February 10, 2023 (the “2023 Registration Statement”), to register the offering of the Unsold Securities under the 2023 Registration Statement.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the Unsold Securities in the ATM Offering is filed herewith as Exhibit 5.1.