Item 2.02 Results of Operations and Financial Condition.
On November 9, 2020, Cogent Biosciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The information in this Item 2.02 and 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 (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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 3.03 Material Modification to Rights of Security Holders.
On November 6, 2020, the Company filed an amendment to the third amended and restated certificate of incorporation of the Company (the “Stock Split Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4 (the “Reverse Stock Split”). The shares of Common Stock listed on The Nasdaq Global Select Market will commence trading on The Nasdaq Global Select Market on a post-Reverse Stock Split adjusted basis at the open of business on November 9, 2020 at which time the Common Stock will be represented by a new CUSIP number, 19240Q 201.
As disclosed below under Item 5.07, at the special meeting of the Company’s stockholders held on November 6, 2020 (the “Special Meeting”), the Company’s stockholders approved the adoption of an amendment to the third amended and restated certificate of incorporation of the Company, to effect a reverse stock split at a ratio of not less than one-for-four and not more than one-for-eight, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors of the Company (the “Board”) at any time prior to November 6, 2021. On October 30, 2020, the Board approved the Reverse Stock Split, subject to the approval of the Company’s stockholders. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced to a smaller number of shares, such that every four shares of Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of Common Stock. Immediately following the Reverse Stock Split there were 11,342,400 shares of Common Stock outstanding.
No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number, and each stockholder who would otherwise be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) was, in lieu thereof, entitled to receive a cash payment determined by multiplying the average closing price per share of Common Stock on the Nasdaq Global Select Market on the 10 consecutive trading days prior to November 6, 2020, by the fraction of a share of Common Stock to which each stockholder would otherwise be entitled.
The foregoing description of the Stock Split Amendment is not complete and is subject to and qualified in its entirety by reference to the Stock Split Amendment, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 5.03 Amendments to Certificate of Incorporation.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
