Every 424B that Cogent Biosciences, Inc. (COGT) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow COGT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full COGT filings page.
Cogent Biosciences, Inc. is a clinical-stage biotechnology company developing precision therapies for genetically defined diseases, led by bezuclastinib (CGT9486), a selective KIT inhibitor being pursued for systemic mastocytosis and gastrointestinal stromal tumors. In 2025 the company reported positive top-line results from registrational trials in three indications and has three NDAs for bezuclastinib under FDA review, with PDUFA target action dates in November and December 2026 for two of them.
The company has established an “at the market” program to issue and sell up to $400,000,000 of common stock from time to time through Guggenheim Securities, which will receive a 3.0% commission on gross sales and act as sales agent or principal. Assuming an illustrative sale at $42.39 per share, Cogent estimates pro forma as-adjusted net tangible book value of $4.71 per share, implying $37.68 of immediate dilution to new investors. Net proceeds are intended for development and regulatory activities for bezuclastinib and other candidates, the anticipated U.S. commercial launch of bezuclastinib, and general corporate purposes.
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.