Cogent Biosciences Announces Closing of Upsized Public Offering of Common Stock and Pre-funded Warrants and Full Exercise of Underwriters’ Option to Purchase Additional Shares
June 16 2022 - 4:01PM
Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology
company focused on developing precision therapies for genetically
defined diseases, today announced the closing of its upsized
underwritten public offering of 17,899,698 shares of its common
stock, and to certain investors in lieu thereof, pre-funded
warrants to purchase 3,030,302 shares of its common stock at an
exercise price of $0.01 per share. The shares of common stock
sold include 2,730,000 shares pursuant to the option to purchase
additional shares granted by Cogent to the underwriters, which
option was exercised in full. The public offering price of each
share of common stock was $8.25 and the public offering
price of each pre-funded warrant was $8.24. The aggregate
gross proceeds to Cogent from this offering were
approximately $172.6 million, before deducting underwriting
discounts and commissions and other estimated offering expenses.
The net proceeds from the offering will be used for development,
regulatory and commercial preparation activities relating to
bezuclastinib and other product candidates, as well as for working
capital and general corporate purposes.
Jefferies, Piper Sandler & Co. and Guggenheim Securities,
LLC acted as joint book-running managers for the offering. LifeSci
Capital also acted as lead manager for the offering.
The securities described above were offered pursuant to a shelf
registration statement (File No. 333-264773) filed with the
Securities and Exchange Commission (SEC), which became effective on
May 24, 2022. A copy of the final prospectus supplement and
accompanying prospectus relating to and describing the terms of the
offering has been filed with the SEC and may be obtained from the
SEC’s website at www.sec.gov, or by request to Jefferies LLC
(Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 2nd Floor, New York, New York 10022; telephone:
877-821-7388; email: Prospectus_Department@Jefferies.com); or Piper
Sandler & Co., Attention: Prospectus Department, 800 Nicollet
Mall, J12S03, Minneapolis, Minnesota 55402, or by telephone at
(800) 747-3924, or by email at prospectus@psc.com; or Guggenheim
Securities, LLC: Attention: Equity Syndicate Department, 330
Madison, New York, New York 10017, 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 (GIST), a type of cancer with strong dependence on oncogenic
KIT signaling. In addition to bezuclastinib, the Cogent Research
Team is developing a portfolio of novel targeted therapies to help
patients fighting serious, genetically driven diseases initially
targeting FGFR2 and ErbB2. Cogent Biosciences is based
in Cambridge, MA and Boulder, CO.
Forward-looking StatementsThis 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,” “might,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,” or
“would” and similar words 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 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 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, 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 WaarichSenior Director, Investor
Relationschristi.waarich@cogentbio.com617-830-1653
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