Cogent Biosciences Inc SEC Filings

Cogent Biosciences announced two financings: a common stock offering and a convertible notes offering under its automatic shelf. The company agreed to sell 9,677,420 shares at a public price of $31.00 per share, and underwriters fully exercised their 30‑day option for an additional 1,451,613 shares. Net proceeds from the equity tranche are expected to be approximately $324.0 million.

Separately, the company priced $200.0 million of 1.625% convertible senior notes due 2031, and underwriters fully exercised an additional $30.0 million option, for expected net proceeds of about $222.8 million. The equity offering is expected to close on November 13, 2025, and the notes on November 18, 2025, each subject to customary closing conditions. Both transactions were documented via underwriting agreements, with standard indemnification provisions, and supported by a legal opinion and a filed prospectus supplement.

Cogent Biosciences is offering 9,677,420 shares of common stock. The public price is $31.00 per share, implying a gross offering size of $300,000,020 and underwriting discounts of $18,000,001, for proceeds to Cogent of $282,000,019 before expenses.

The company estimates net proceeds of approximately $281.7 million. Underwriters have a 30‑day option to purchase up to 1,451,613 additional shares; if fully exercised, proceeds before expenses would be $324.3 million. Cogent intends to use proceeds, together with funds from a concurrent notes sale, to repay $50 million on its term loan (plus accrued interest and fees) and to fund development, regulatory activities and the anticipated commercial launch of bezuclastinib, as well as working capital and general purposes.

Separately, Cogent is conducting a public offering of $200,000,000 of 1.625% Convertible Senior Notes due 2031 (initial conversion price $44.95 per share) under a separate prospectus; neither transaction is contingent on the other. Following this stock offering, 173,832,642 shares will be outstanding, based on September 30, 2025 figures and stated assumptions.

Cogent Biosciences, Inc. is offering $200,000,000 of common stock pursuant to a prospectus supplement, with an underwriters’ option for up to an additional $30,000,000. Concurrently, the company has launched a separate public offering of $200,000,000 Convertible Senior Notes due 2031; neither transaction is conditioned on the other.

Cogent plans to use proceeds, together with any net proceeds from the notes, to repay $50 million on its term loan and to fund development and regulatory activities for bezuclastinib and other programs, anticipated commercial launch and commercialization efforts, and for working capital and general corporate purposes.

The prospectus highlights positive Phase 3 PEAK top-line results in GIST: bezuclastinib plus sunitinib cut the risk of progression or death by 50% (hazard ratio 0.50; 95% CI 0.39–0.65), with median PFS of 16.5 months vs 9.2 months for sunitinib alone, and an objective response rate of 46% vs 26%. Safety was generally consistent with sunitinib’s known profile.

Cogent Biosciences (COGT) is offering $200,000,000 aggregate principal amount of convertible senior notes due 2031, with a 30‑day option for underwriters to purchase up to an additional $30,000,000. Interest is payable semi‑annually, and the notes mature on November 15, 2031. Conversions may be settled in cash, common stock, or a combination at the company’s election. The notes are senior unsecured obligations and are redeemable by the company on or after November 20, 2029 if specified stock price conditions are met.

The company plans to use proceeds, together with a concurrent public equity offering of $200,000,000 (up to $230,000,000 with the option), to repay $50 million of term loans and for development, regulatory, anticipated commercial launch of bezuclastinib, and general corporate purposes. Management indicates this funding, with existing cash, supports planned operations into 2028.

Recent developments highlight top‑line results from the PEAK Phase 3 GIST trial: the bezuclastinib+sunitinib arm reduced risk of progression or death by 50% (hazard ratio 0.50; 95% CI 0.39–0.65), with median progression‑free survival of 16.5 months vs. 9.2 months for sunitinib alone, and objective response rate of 46% vs. 26%. Overall survival data are immature.

Cogent Biosciences (COGT) reported positive top‑line results from its Phase 3 PEAK trial in imatinib‑resistant or intolerant GIST. As of the September 30, 2025 cutoff, bezuclastinib plus sunitinib cut the risk of progression or death by 50% vs. sunitinib alone (hazard ratio 0.50, 95% CI: 0.39–0.65). Median progression‑free survival reached 16.5 months for the combination versus 9.2 months for sunitinib. Objective response rate was 46% with the combination vs. 26% with sunitinib. Overall survival data are immature.

Safety was generally consistent with expectations for sunitinib. Grade 3+ events (combination vs. sunitinib) included hypertension 29.4% vs. 27.4%, neutropenia 15.2% vs. 15.4%, ALT/AST increased 10.8% vs. 1.4%, anemia 9.3% vs. 4.8%, and diarrhea 7.8% vs. 7.2%. Discontinuations due to treatment‑related adverse events occurred in 7.4% vs. 3.8%. ALT/AST elevations led to dose reductions in 12.7%; 1.5% discontinued bezuclastinib for these elevations; all Grade 3 ALT/AST elevations resolved and no Grade 4 were reported.

The company plans to present detailed PEAK results at a major medical conference in the first half of 2026.

Cogent Biosciences reported its Q3 2025 results with a net loss of $80.9 million, driven by operating expenses of $83.4 million as the company advanced clinical programs. Interest income was $3.9 million and interest expense was $1.5 million.

Liquidity strengthened during the period. Cash and cash equivalents were $125.3 million and short‑term marketable securities were $265.6 million as of September 30, 2025. The company completed an underwritten public offering of 25,555,556 common shares at $9.00 for net proceeds of $215.8 million, and drew the first $50.0 million tranche under a new $400.0 million term loan facility maturing in 2030.

Shares issued and outstanding were 139,827,662 as of September 30, 2025. The company continues to invest in bezuclastinib across Non‑AdvSM, AdvSM, and GIST, along with an FGFR2/3 program and discovery efforts. As of November 5, 2025, there were 142,376,529 common shares outstanding.

Cogent Biosciences director Karen Jean Ferrante was granted 1,642 stock options on 10/01/2025 as reported on Form 4. The options have an exercise price of $14.13, are exercisable immediately, and expire on 10/01/2035. The filing states the award was issued in lieu of quarterly cash compensation under the company's non-employee director compensation plan, with the option count determined by dividing the cash amount by the Black‑Scholes value of a single option on the grant date. Following the grant, the reporting person beneficially owns 1,642 underlying shares, held directly.