Cogent Biosciences Announces Closing of Upsized Public Offering of Shares of Common Stock and Full Exercise of Underwriters’ Option to Purchase Additional Shares

Rhea-AI Summary

Cogent Biosciences (NASDAQ: COGT) has successfully closed its upsized public offering of 25,555,556 shares of common stock at $9.00 per share, including the full exercise of underwriters' option to purchase additional shares. The offering generated approximately $230 million in gross proceeds before deducting expenses.

The biotechnology company, focused on precision therapies for genetically defined diseases, plans to use the proceeds for development and commercial preparation of bezuclastinib and other product candidates. J.P. Morgan, Leerink Partners, and Guggenheim Securities served as joint book-running managers, with LifeSci Capital acting as lead manager.

Positive

• Raised substantial $230 million in gross proceeds from the offering
• Successfully completed an upsized offering with full exercise of underwriters' option
• Strengthened cash position to support bezuclastinib development and planned commercial launch

Negative

• Significant shareholder dilution from issuing 25.6 million new shares
• Offering price of $9.00 may represent a discount to market price

Insights

Biotechnology Financial Analyst

Cogent raised $230M through stock offering at $9/share, significantly strengthening its financial position to advance bezuclastinib toward commercialization.

Cogent Biosciences has successfully completed an upsized public offering that raised approximately $230 million in gross proceeds before deducting fees and expenses. The offering included 25,555,556 shares at $9.00 per share, with underwriters fully exercising their option to purchase additional shares. This capital raise represents a substantial financial boost for the clinical-stage biotech company.

The financing significantly strengthens Cogent's balance sheet and extends its operational runway. The company has explicitly earmarked these funds for three critical areas: continued development of its lead candidate bezuclastinib, regulatory activities, and commercial preparation. This suggests Cogent is advancing toward potential market approval and commercialization of bezuclastinib, which targets genetically defined diseases.

For a clinical-stage biotech company, securing this level of funding is particularly strategic, as it provides financial flexibility during the capital-intensive late-stage development and potential commercial launch phases. The participation of major financial institutions as joint book-running managers (J.P. Morgan, Leerink Partners, and Guggenheim Securities) lends additional credibility to the offering.

The upsized nature of the offering and full exercise of the underwriters' option indicates strong institutional interest in Cogent's pipeline and business strategy. This successful capital raise ultimately positions the company to advance its precision medicine programs without immediate financing concerns.

WALTHAM, Mass. and BOULDER, Colo., July 10, 2025 (GLOBE NEWSWIRE) -- Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, today announced the closing of its previously announced upsized underwritten public offering of 25,555,556 shares of its common stock, which includes 3,333,333 shares issued pursuant to the exercise in full by the underwriters of their option to purchase additional shares of common stock in the offering. The public offering price was $9.00 per share. The aggregate gross proceeds to Cogent from this offering were approximately $230 million, including proceeds from the exercise in full by the underwriters of the option to purchase additional shares, before deducting underwriting discounts and commissions and other offering expenses. All of the shares in the offering were sold by Cogent.

Cogent intends to use the net proceeds from the offering for continued development, regulatory and commercial preparation activities relating to bezuclastinib and other product candidates, activities to support the planned commercial launch of bezuclastinib as well as for working capital and general corporate purposes.

J.P. Morgan, Leerink Partners and Guggenheim Securities acted as joint book-running managers for the offering. LifeSci Capital also acted as lead manager for the offering.

The shares described above were offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-269707), which was filed with the Securities and Exchange Commission (SEC) on February 10, 2023 and automatically became effective upon filing.

A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering were filed with the SEC on July 9, 2025 and may be obtained from the SEC’s website at www.sec.gov, or by request to J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmorgan.com and postsalemanualrequests@broadridge.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Ave., New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Cogent Biosciences, Inc.

Cogent Biosciences is a biotechnology company focused on developing precision therapies for genetically defined diseases. The most advanced clinical program, bezuclastinib, is a selective tyrosine kinase inhibitor that is designed to potently inhibit the KIT D816V mutation as well as other mutations in KIT exon 17. KIT D816V is responsible for driving systemic mastocytosis, a serious disease caused by unchecked proliferation of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors, a type of cancer with strong dependence on oncogenic KIT signaling. The company also has an ongoing Phase 1 study of its novel internally discovered FGFR2 inhibitor. In addition, the Cogent Research Team is developing a portfolio of novel targeted therapies to help patients fighting serious, genetically driven diseases targeting mutations in ErbB2, PI3Kα and KRAS. Cogent Biosciences is based in Waltham, 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. All statements, other than statements of historical facts, contained in this press release, including statements regarding the use of proceeds from the public offering, are forward-looking statements. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results, the rate of enrollment in our clinical trials and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. We may not actually achieve the forecasts or milestones disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to our capital position and the sufficiency of our capital to fund our operations in future periods; our use of the net proceeds of the underwritten public offering; the impact of general economic, health, industrial or political conditions in the United States or internationally; and other risks and uncertainties identified in our filings with the SEC, including our Registration Statement on Form S-3ASR, which was filed with the SEC on February 10, 2023 and automatically became effective upon filing, as may be amended from time to time, together with the accompanying base prospectus contained therein and the documents incorporated by reference therein, including our most recent Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and our subsequent periodic reports filed with the SEC, and 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 result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

Contact:

Christi Waarich
Senior Director, Investor Relations
christi.waarich@cogentbio.com 
617-830-1653

FAQ

How much money did Cogent Biosciences (COGT) raise in its July 2025 public offering?

Cogent Biosciences raised approximately $230 million in gross proceeds through the public offering of 25,555,556 shares at $9.00 per share.

What will Cogent Biosciences use the proceeds from its 2025 stock offering for?

The proceeds will be used for development and commercial preparation of bezuclastinib, other product candidates, and general corporate purposes.

How many shares did Cogent Biosciences (COGT) sell in its July 2025 offering?

Cogent sold 25,555,556 shares, which included 3,333,333 additional shares from the full exercise of the underwriters' option.

Who were the underwriters for Cogent Biosciences' 2025 public offering?

J.P. Morgan, Leerink Partners, and Guggenheim Securities acted as joint book-running managers, with LifeSci Capital as lead manager.