Cogent Biosciences Enters Material Definitive Agreement
Ticker: COGT · Form: 8-K · Filed: Nov 18, 2025 · CIK: 1622229
| Field | Detail |
|---|---|
| Company | Cogent Biosciences, INC. (COGT) |
| Form Type | 8-K |
| Filed Date | Nov 18, 2025 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.001, $230,000,000, $30.0 million, $1,000, $44.95 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Cogent Biosciences just signed a big deal, watch their financials.
AI Summary
On November 18, 2025, Cogent Biosciences, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is involved in the pharmaceutical preparations industry.
Why It Matters
This filing signals a significant new agreement for Cogent Biosciences, potentially impacting its financial obligations and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.
Key Players & Entities
- Cogent Biosciences, Inc. (company) — Registrant
- November 18, 2025 (date) — Date of Report
- 275 Wyman Street, 3rd Floor Waltham, Ma (location) — Business Address
FAQ
What is the nature of the material definitive agreement entered into by Cogent Biosciences?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What type of financial obligation has Cogent Biosciences created?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in this excerpt.
When was this material definitive agreement reported?
The agreement was reported on November 18, 2025.
What is Cogent Biosciences' Standard Industrial Classification?
Cogent Biosciences' Standard Industrial Classification is Pharmaceutical Preparations [2834].
What was Cogent Biosciences' former company name?
Cogent Biosciences was formerly known as Unum Therapeutics Inc. and Unum Therapeutics, Inc.
Filing Stats: 2,095 words · 8 min read · ~7 pages · Grade level 13.4 · Accepted 2025-11-18 16:09:49
Key Financial Figures
- $0.001 — ange on which registered Common stock, $0.001 Par Value COGT The Nasdaq Global Se
- $230,000,000 — ced public offering (the "Offering") of $230,000,000 aggregate principal amount of its 1.625
- $30.0 million — option to purchase up to an additional $30.0 million principal amount of the Notes. The Note
- $1,000 — Period") in which the trading price per $1,000 principal amount of Notes for each trad
- $44.95 — itial conversion price of approximately $44.95 per share, and is subject to adjustment
- $75.0 million — f the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are
- $20,000,000 — btedness for borrowed money of at least $20,000,000; (vii) certain final judgments being re
Filing Documents
- d888858d8k.htm (8-K) — 38KB
- d888858dex41.htm (EX-4.1) — 301KB
- d888858dex42.htm (EX-4.2) — 518KB
- d888858dex51.htm (EX-5.1) — 12KB
- g888858g1118093101381.jpg (GRAPHIC) — 3KB
- g888858g1118093624152.jpg (GRAPHIC) — 2KB
- g888858g1118093624403.jpg (GRAPHIC) — 3KB
- g888858g1118093624698.jpg (GRAPHIC) — 2KB
- g888858g1118093624837.jpg (GRAPHIC) — 3KB
- g888858g1118093624994.jpg (GRAPHIC) — 2KB
- g888858g1118093625455.jpg (GRAPHIC) — 3KB
- 0001193125-25-286158.txt ( ) — 1174KB
- cogt-20251118.xsd (EX-101.SCH) — 3KB
- cogt-20251118_lab.xml (EX-101.LAB) — 18KB
- cogt-20251118_pre.xml (EX-101.PRE) — 11KB
- d888858d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits . 4.1 Indenture, dated as of November 18, 2025, between Cogent Biosciences, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 First Supplemental Indenture, dated as of November 18, 2025, between Cogent Biosciences, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of certificate representing the 1.625% Convertible Senior Notes due 2031 (included as Exhibit A in Exhibit 4.2). 5.1 Opinion of Gibson, Dunn & Crutcher LLP. 23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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. Date: November 18, 2025 COGENT BIOSCIENCES, INC. By: /s/ Evan Kearns Evan Kearns Chief Legal Officer and Corporate Secretary