Cogent Biosciences Inc 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period endedSeptember 30,2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromtoCommission File Number:001-38443 Cogent Biosciences, Inc. (Exact name of registrant as specified in its charter) 46-5308248(I.R.S. EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) (617)945-5576(Registrant’s telephone number, including area code) The Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller 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. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 5, 2025, there were142,376,529shares of the registrant’s Common Stock, $0.001 par value per share,outstanding. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, amongother things, our operations and financial performance. All statements other than statements of historical facts contained in thisQuarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position,business strategy and plans, and objectives of management for future operations, are forward-looking statements. These statementsinvolve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance orachievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,”“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,”“would” or “continue,” or the negative of these terms or other similar expressions. The forward looking statements in this QuarterlyReport on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectationsand projections about future events and financial trends that we believe may affect our business, financial condition and results ofoperations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannotguarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-lookingstatements will be achieved or occur. These forward-looking statements speak only as of the date of this Quarterly Report on Form10-Q and are subject to a number of risks, uncertainties and assumptions described in Item 1A. “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you shouldnot rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: •the potential impacts of raising additional capital, including dilution to our existing stockholders, restrictions on ouroperations or requirements that we relinquish rights to our technologies or product candidates;•the success, cost, and duration of our product development activities and clinical trials, inc