Cogent Biosciences Announces Pricing of Concurrent Public Offerings of Common Stock and 1.625% Convertible Senior Notes Due 2031

Core Viewpoint - Cogent Biosciences, Inc. has announced the pricing of its public offerings, including 9,677,420 shares of common stock at $31.00 per share and $200 million in convertible senior notes, aiming to raise approximately $475.3 million in net proceeds for various corporate purposes [1][2][8]. Offering Details - The Equity Offering was upsized from an initial offering size of $200 million [1]. - The expected closing dates for the offerings are November 13, 2025, for the Equity Offering and November 18, 2025, for the Convertible Notes Offering [3]. - The Convertible Notes will have a 1.625% interest rate, maturing on November 15, 2031, with interest payable semi-annually starting May 15, 2026 [4]. Convertible Notes Features - Noteholders can convert their Convertible Notes under specific circumstances, with an initial conversion rate of 22.2469 shares per $1,000 principal amount, equating to a conversion price of approximately $44.95 per share, representing a 45% premium over the public offering price [5]. - The Convertible Notes are redeemable at Cogent's option starting November 20, 2029, under certain conditions [6]. - In the event of a "fundamental change," noteholders may require Cogent to repurchase their Convertible Notes at a cash price equal to the principal amount plus accrued interest [7]. Use of Proceeds - The net proceeds from the offerings will be allocated to repay $50 million of existing loans, development and regulatory activities for bezuclastinib and other product candidates, and general corporate purposes [8]. Company Overview - Cogent Biosciences focuses on developing precision therapies for genetically defined diseases, with its lead product, bezuclastinib, targeting the KIT D816V mutation associated with systemic mastocytosis and other cancers [12].