aibioCogent Biosciences completes $230,000,000 offering of 1.625% convertible notes due 2031
Tickers COGT
Cogent Biosciences closed a $230,000,000 offering of 1.625% convertible notes due 2031 on November 18, 2025, including the full over-allotment option. The 8-K names no underwriters, and the company's 2024 annual report showed operating cash use of $207.8 million that year.
Key facts
- Company
- Cogent Biosciences, Inc. (NASDAQ: COGT)
- News type
- Debt Financing
- Primary source
- Cogent Biosciences, Inc. Form 8-K filed November 18, 2025 (SEC EDGAR)
Cogent Biosciences, Inc. (Nasdaq: COGT) completed its public offering of $230,000,000 aggregate principal amount of 1.625% Convertible Senior Notes due 2031 on November 18, 2025. The total includes the exercise in full of the underwriters' over-allotment option, which added $30.0 million of principal. The company reported the closing in a Form 8-K filed November 18, 2025 under Items 1.01 and 2.03, which cover a material agreement and a new direct financial obligation.
Who arranged the deal
The 8-K refers only to "the underwriters" and does not name them. The exhibits list the indentures, the form of note and a legal opinion, but no underwriting agreement, so the filing does not name the book-runners or lead underwriters. The notes were issued under a base indenture dated November 18, 2025 with U.S. Bank Trust Company, National Association, as trustee, and a first supplemental indenture of the same date. Gibson, Dunn & Crutcher LLP gave the opinion on the validity of the notes and the common stock underlying them, filed as Exhibit 5.1.
Terms of the notes
The notes are general, unsecured, senior obligations of Cogent. Interest of 1.625% a year is paid twice a year on May 15 and November 15, starting May 15, 2026. The notes mature on November 15, 2031 unless they are converted, redeemed or bought back first.
The initial conversion rate is 22.2469 shares per $1,000 of principal, an initial conversion price of about $44.95 a share. At the initial maximum conversion rate of 32.2580 shares per $1,000, up to 7,419,340 shares could be issued on conversion, subject to anti-dilution adjustments. Cogent can settle conversions in cash, shares or both, at its election.
Noteholders can convert only in set circumstances. The main test is a calendar quarter after the quarter ending March 31, 2026, in which the stock closes above 130% of the conversion price on at least 20 trading days of the prior quarter's final 30 trading days. Others include certain corporate events, a call for redemption, and a trading-price test. From August 15, 2031, holders can convert at any time until the day before maturity.
Cogent may redeem the notes from November 20, 2029, but only if the stock has traded above 130% of the conversion price on the same kind of test. It cannot redeem only some of the notes unless at least $75.0 million of principal stays outstanding and uncalled. Calling a note for redemption also makes it a make-whole fundamental change, which can raise the conversion rate for that note if it is converted after the call.
A fundamental change, which the indenture defines to include certain business combinations and certain delisting events, lets holders require repurchase at principal plus accrued interest. Events of default include payment failures, failures to comply with certain covenants on mergers and asset sales, and defaults on other borrowed money or unpaid judgments of at least $20,000,000. Bankruptcy events at Cogent itself make the notes due immediately.
What the company's own numbers show
Cogent's 2024 annual report says its business is highly dependent on the success of its bezuclastinib program and on its ability to find and develop other product candidates. The report says the company has incurred net losses in every year and expects them to continue.
In 2024 the company used $207.8 million of cash in operations and reported a net loss of $255.9 million. It held cash, cash equivalents and marketable securities of $287.1 million at December 31, 2024. The annual report says that amount would fund operating and capital needs through clinical readouts from its ongoing SUMMIT, PEAK and APEX registration-directed trials and into late 2026.
The new notes add $230,000,000 of debt that must be repaid or converted by 2031. If the stock stays below the conversion price, the principal is a cash obligation with interest due every six months. If it rises above the conversion price, conversion could add up to 7,419,340 shares, and Cogent can choose to settle part or all of that in shares.
The 8-K is signed by Evan Kearns, Chief Legal Officer and Corporate Secretary.