Cogent Biosciences Announces Price of Enhanced Public Offering of Common Shares and Prefunded Warrants


Cogent Biosciences, Inc.

CAMBRIDGE, Mass. and BOULDER, Colo., June 13, 2022 (GLOBE NEWSWIRE) — Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, today announced the award an underwritten public offering of 15,169,698 shares of its common stock, offered at a public offering price of $8.25 per share. In addition, instead of issuing common shares to certain investors, Cogent is offering pre-funded warrants to purchase 3,030,302 common shares at a purchase price of $8.24 per pre-funded warrant, which is equivalent to public offering price per share of the common stock less the exercise price of $0.01 per share of each pre-funded warrant. Cogent’s aggregate gross proceeds from this offering are expected to be approximately $150 million, before discounts and underwriting fees and other estimated offering costs, plus $125 million. In addition, Cogent has granted the underwriters a 30-day option to purchase up to an additional 2,730,000 shares of its common stock at the public offering price less subscription discounts. All common shares and pre-funded warrants in the offering are being sold by Cogent. The offering is expected to close on or about June 16, 2022, subject to customary closing conditions.

Cogent intends to use the net proceeds of the offering for development, regulatory and commercial readiness activities relating to bezuclastinib and other product candidates, as well as for working capital and general corporate purposes. ‘company.

Jefferies, Piper Sandler & Co. and Guggenheim Securities, LLC are acting as joint bookrunners for the offering. LifeSci Capital is also acting as lead manager of the offering.

The securities described above are offered pursuant to a shelf registration statement (File No. 333-264773) filed with the Securities and Exchange Commission (SEC), which is effective May 24, 2022.

A definitive prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering will be filed with the SEC. The titles described above have not qualified under any state blue sky law. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The offering may only be made by means of a prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at, or upon request to Jefferies LLC (Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022; telephone: 877-821-7388; email: [email protected]); or Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by phone at (800) 747-3924, or by email at [email protected]; or Guggenheim Securities, LLC: Attention: Equity Syndicate Department, 330 Madison, New York, New York 10017, by phone at 212-518-9544, or by email at [email protected]

About Cogent Biosciences, Inc.
Cogent Biosciences is a biotechnology company specializing in the development of precision therapies for genetically defined diseases. The most advanced clinical program, bezuclastinib, is a selective tyrosine kinase inhibitor designed to potently inhibit the KIT D816V mutation as well as other KIT exon 17 mutations. KIT D816V is responsible for systemic mastocytosis, a serious disease caused by uncontrolled proliferation. of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors (GIST), a type of cancer highly dependent on oncogenic KIT signaling. In addition to bezuclastinib, the Cogent research team is developing a portfolio of novel targeted therapies to help patients combat serious genetic diseases initially targeting FGFR2 and ErbB2. Cogent Biosciences is based in Cambridge, MA and Boulder, CO.

Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as, but not limited to, “anticipate”, “believe”, “continue”, “could “, “estimate”, “expect”, “intend”, “may”, “could”, “plan”, “potential”, “predict”, “project”, “should”, ” target”, “will” or “would” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor guarantees of future performance. Instead, they are based on our beliefs. , current expectations and assumptions regarding the future of our business, our future plans and strategies, our clinical results, the rate of enrollment in our clinical trials and other future conditions. New risks and uncertainties may arise from time to time. and it is not possible to foresee all the risks ues and uncertainties. No representation or warranty (express or implied) is made as to the accuracy of these forward-looking statements. We may not achieve any forecasts or milestones disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements are subject to a number of important risks and uncertainties, including, but not limited to, our capital position and the adequacy of our capital to fund our operations in future periods; our use of the net proceeds of the guaranteed public offering; the impact of the COVID-19 pandemic or similar public health crises on our business; and other risks and uncertainties identified in our filings with the SEC, including our registration statement on Form S-3 filed with the Securities and Exchange Commission on May 6, 2022, as may be amended from from time to time, together with the accompanying prospectus contained therein and the documents incorporated by reference therein, including our annual report on Form 10-K, our quarterly report on Form 10-Q and our subsequent periodic reports filed with the SEC, as well as the preliminary prospectus supplement related to this offering. Any forward-looking statement speaks only as of the date on which it was made. Neither we nor our affiliates, advisors or representatives undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. requires it. These forward-looking statements should not be taken to represent our views as of any date subsequent to the date hereof.


Christi Waarich
Senior Director, Investor Relations
[email protected]


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