Cogent Biosciences announces oversubscribed $225M private placement

Cogent Biosciences announced it has entered into a securities purchase agreement for a private investment in public equity financing that is expected to result in gross proceeds of approximately $225M to the company, before deducting placement agent fees and offering expenses. This financing was led by Commodore Capital and a large investment management firm and included participation from both new and existing investors, including Fairmount Funds, Redmile Group, Janus, TCGX, Adage Capital Partners LP, Venrock Healthcare Capital Partners, Deerfield and Perceptive Advisors. J.P. Morgan Securities LLC, Jefferies LLC and Piper Sandler & Co. acted as placement agents. Pursuant to the terms of the agreement, Cogent will sell 17 million shares of its common stock at a price of$7.50per share, representing a premium of approximately 37% to its closing price onFebruary 13, 2024, along with Series B non-voting convertible Preferred Stock convertible into approximately 13 million shares of its common stock to a select group of institutional and accredited healthcare specialist investors in an oversubscribed private placement pursuant to the terms of the securities purchase agreement. Subject to Cogent stockholder approval, each share of Series B Preferred Stock will automatically convert into 1,000 shares of common stock, subject to certain beneficial ownership limitations set by each holder. Cogent anticipates the gross proceeds from the private placement to be approximately$225M, before deducting any offering-related expenses. The private placement is expected to close on or aboutFebruary 16, 2024, subject to customary closing conditions. Cogent intends to use the net proceeds from the proposed financing to fund research and development, activities relating to bezuclastinib and other product candidates, as well as for working capital and general corporate purposes. The proceeds from this financing, combined with current cash, cash equivalents and marketable securities, are expected to fund Cogent into 2027 and through all clinical readouts from SUMMIT, PEAK and APEX registration-directed trials.