COGT 8-K
Cogent Biosciences, Inc. (COGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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On Wednesday, June 5, 2024, Cogent Biosciences, Inc., a Delaware corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at 9:00 a.m., Eastern Time. As of the close of business on April 10, 2024, the record date for the Annual Meeting, there were 95,613,396 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 (the “Certificate of Incorporation”), to (i) increase the number of authorized shares of Common Stock from 150,000,000 to 300,000,000, which also has the effect of increasing the total number of authorized shares from 160,000,000 to 310,000,000, and (ii) delete the now outdated provisions that previously effected a reverse stock split (collectively, the “Amendment”).
On June 5, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Amendment, which 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, a copy of which is attached hereto as Exhibit 3.1 and is 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, a frequency of one year received a plurality of votes cast on Proposal 4 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 |
||||||||||||
| • Andrew Robbins |
67,815,951 | 8,532,411 | 3,198,670 | |||||||||
| • Peter Harwin |
51,730,466 | 24,617,896 | 3,198,670 | |||||||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 2. Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm |
79,462,753 | 79,190 | 5,089 | 0 | ||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 3. Advisory Vote on Executive Compensation |
69,604,506 | 6,731,575 | 12,281 | 3,198,670 | ||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||
| Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
75,185,417 | 7,763 | 1,119,915 | 35,267 | 0 |
In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 5. Approval of an Amendment to the Certificate of Incorporation |
79,137,647 | 393,220 | 16,165 | 0 |
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. | |
| 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, 2024 | COGENT BIOSCIENCES, INC. | |||||
| By: | /s/ Evan Kearns | |||||
| Evan Kearns | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE THIRD
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
COGENT BIOSCIENCES, INC.
Cogent Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
| (1) | The name of the Corporation is Cogent Biosciences, Inc. |
| (2) | The Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 3, 2018. |
| (3) | Pursuant to and in accordance with Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment hereby further amends the provisions of the Third Amended and Restated Certificate of Incorporation of the Corporation as follows: |
| a. | The first paragraph of the Capital Stock Section of Article IV is hereby amended and restated to read as follows: |
“The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Ten Million (310,000,000), of which (i) Three Hundred Million (300,000,000) shares shall be a class designated as Common Stock, par value $0.001 per share (the “Common Stock”), and (ii) ten million (10,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the “Undesignated Preferred Stock”).”
| (4) | This Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
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IN WITNESS WHEREOF, this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation has been duly executed by a duly authorized officer of this Corporation on this 5th day of June, 2024.
| COGENT BIOSCIENCES, INC., a Delaware corporation | ||
| By: | /s/ Andrew Robbins | |
| Name: | Andrew Robbins | |
| Title: | President and Chief Executive Officer | |
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