Correspondence 0001193125-24-089670 from Cogent Biosciences, Inc. (COGT) (CIK 0001622229) (COGT)
Cogent Biosciences, Inc. (COGT) (CIK 0001622229)
Date: April 8, 2024 · CIK: 0001622229 · Accession: 0001193125-24-089670
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File numbers found in text: 333-278382
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CORRESP 1 filename1.htm CORRESP COGENT BIOSCIENCES, INC. 275 Wyman Street, 3rd Floor Waltham, MA 02451 VIA EDGAR April 8, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Cogent Biosciences, Inc. Registration Statement on Form S-3 Filed March 29, 2024 File No. 333-278382 To Whom it May Concern: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), Cogent Biosciences, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective time of the above referenced Registration Statement on Form S-3 filed by the Company be accelerated to 4:00 p.m., Eastern Daylight Time, on April 10, 2024 or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at a later time. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP by calling Ryan Murr at (415) 393-8373. Very truly yours, COGENT BIOSCIENCES, INC. By: /s/ Evan Kearns Name: Evan Kearns Title: Chief Legal Officer and Corporate Secretary cc: Ryan A. Murr, Gibson, Dunn & Crutcher LLP Branden C. Berns, Gibson, Dunn & Crutcher LLP