Cogent Biosciences美股招股说明书(2026-08-10版)

We have entered into a Sales Agreement with Guggenheim Securities, LLC (“Guggenheim Securities”), dated May6, 2022, as amended by that certainAmendment No.1 to Sales Agreement, dated November7, 2025 (as amended, the “Sales Agreement”), relating to the sale of shares of our commonstock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under thisprospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock, $0.001 par value per share, having anaggregate offering price of up to $400,000,000 from time to time through or to Guggenheim Securities, acting as our agent or principal. Shares of our common stock are listed on the Nasdaq Global Select Market under the symbol “COGT.” On August7, 2026, the last reported sale price ofour common stock on the Nasdaq Global Select Market was $42.39 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any method permitted that isdeemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). GuggenheimSecurities is not required to sell any specific amount, but will act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Guggenheim Securities will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the Sales Agreement.See “Plan of Distribution” beginning on page S-12 for additional information regarding the compensation to be paid to Guggenheim Securities. Inconnection with the sale of shares of our common stock on our behalf, Guggenheim Securities will be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of Guggenheim Securities will be deemed to be underwriting commissions or discounts. We havealso agreed to provide indemnification and contribution to Guggenheim Securities with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Investing in our common stock involves risks. You should read carefully and consider the risks referenced under“Risk Factors” beginning on page S-8 of this prospectus supplement, as well as the other information contained in orincorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision toinvest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is acriminal offense. Guggenheim Securities Prospectus Supplement dated August10, 2026 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic registration statement on Form S-3ASR that we have filed with the U.S. Securities and ExchangeCommission (the “SEC”) utilizing a “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. Byusing an automatic shelf registration statement, we may sell an unspecified amount of securities from time to time. Under this prospectus supplement,we may offer shares of our common stock having an aggregate offering price of up to $400,000,000 from time to time at prices and on terms to bedetermined by market conditions at the time of offering. Before buying any of the shares of common stock that we are offering, we urge you to carefullyread this prospectus supplement, together with the information incorporated by reference as described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanying prospectus, and any freewriting prospectus that we have authorized for use in connection with this offering. These documents contain important information that you shouldconsider when making your investment decision. In general, when we refer only to the prospectus, we are referring to both the prospectus supplementand the accompanying prospectus combined. This prospectus supplement describes the terms of this offering of shares of common stock and also adds to and updates information contained in thedocuments incorporated by reference into this prospectus supplement. To the extent