COGENT BIOSCIENCES, INC.
200 Cambridge Park Drive, Suite 2500
Cambridge, MA 02140
March 16, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Cogent Biosciences, Inc.
Registration Statement on Form S-3 (File No. 252873)
To Whom it May Concern:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), Cogent Biosciences, Inc. (the Company) hereby requests that the effective date of the above-referenced registration statement (the Registration Statement) be accelerated to March 18, 2021, at 5:00 p.m., Eastern Time, 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 some other 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 A. Murr at (415) 393-8373.
|COGENT BIOSCIENCES, INC.|
Chief Financial Officer
Ryan A. Murr, Gibson, Dunn & Crutcher LLP
Branden C. Berns, Gibson, Dunn & Crutcher LLP