COGENT BIOSCIENCES, INC. 12,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2023 • Cogent Biosciences, Inc. • Pharmaceutical preparations • New York
Cogent Biosciences, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Jefferies LLC, Piper Sandler & Co. and Guggenheim Securities, LLC are acting as representatives (the “Representatives”), 12,500,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the Underwriters not more than an additional 1,875,000 shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding a
