UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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On Wednesday, June 4, 2025, Cogent Biosciences, Inc., a Delaware corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m., Eastern Time. As of the close of business on April 14, 2025, the record date for the Annual Meeting, there were 113,856,454 shares of common stock, par value 0.001 per share (the “Common Stock”), entitled to vote at the meeting.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide for exculpation from liability for officers of the Company, as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2025 (the “Amendment”).
On June 4, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing. On the same day, the Company subsequently filed a Fourth Restated Certificate of Incorporation of the Company (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which incorporated the Amendment and became effective immediately upon such filing.
The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment and the Restated Certificate, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, each of the Company’s director nominees was elected and each of the other proposals voted on were approved. The final voting results are set forth below.
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Proposal 1. Election of Directors |
||||||||||||
| • Dr. Karen Ferrante |
68,418,781 | 22,231,564 | 10,575,051 | |||||||||
| • Matthew E. Ros |
77,274,345 | 13,376,000 | 10,575,051 | |||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||||
| Proposal 2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm |
101,115,649 | 104,268 | 5,479 | 0 | ||||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||||
| Proposal 3. Advisory Vote on Executive Compensation |
89,797,699 | 808,715 | 43,931 | 10,575,051 | ||||||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||||||||||
| Proposal 4. Approval of an Amendment to the Certificate of Incorporation to Provide for Officer Exculpation |
86,181,373 | 4,422,462 | 46,510 | 10,575,051 | ||||||||||||
Item 7.01. Regulation FD Disclosure.
On June 5, 2025, the Company will make a presentation at the Jefferies Global Healthcare Conference. A copy of the corporate presentation is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Cogent Biosciences, Inc. | |
| 3.2 | Fourth Restated Certificate of Incorporation of Cogent Biosciences, Inc. | |
| 99.1 | Cogent Biosciences, Inc. Corporate Presentation | |
| 104 | The cover page from the Company’s Current Report on Form 8-K formatted in Inline XBRL. | |
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: June 5, 2025 | COGENT BIOSCIENCES, INC. | |||||
| By: | /s/ Evan Kearns | |||||
| Evan Kearns | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||