As filed with the Securities and Exchange Commission on August 16, 2021
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)
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Delaware
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46-5308248
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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200 Cambridge Park Drive, Suite 2500
Cambridge, Massachusetts 02140
(617) 945-5576
(Address of Principal Executive Offices, Zip Code)
Amended and Restated Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan
(Full title of the plan)
Andrew Robbins
President and Chief Executive Officer
200 Cambridge Park Drive, Suite 2500
Cambridge, Massachusetts 02140
(617) 945-5576
(Name, address, including zip code, and 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☒