aibioCogent Biosciences files for $50,000,000 at-the-market stock sales
Tickers COGT
The amount is what remains under a $75,000,000 sales agreement with Guggenheim Securities after $25,000,000 was sold earlier. Dilution to new buyers at the May 2 price is $4.05 per share, and the company has recorded net losses in every year since it was founded.
Key facts
- Company
- Cogent Biosciences, Inc. (NASDAQ: COGT)
- News type
- Financings
- Primary source
- Cogent Biosciences, Inc. 424B5 (2025-05-06)
Another $50 million through Guggenheim
Cogent Biosciences, Inc. (Nasdaq: COGT) filed a prospectus supplement dated May 6, 2025 for up to $50,000,000 of common stock, to be sold through Guggenheim Securities, LLC as sales agent or principal. The supplement says $25,000,000 of shares have already been sold under a sales agreement, dated May 6, 2022, that covers up to $75,000,000.
Guggenheim is not required to sell any specific amount and will use commercially reasonable efforts. It earns a commission of 3.0% of the gross sales price of each share sold. The supplement says there is no escrow, trust or similar arrangement for funds. Guggenheim will be deemed an underwriter, and Cogent has agreed to indemnify it.
Gibson, Dunn & Crutcher LLP of San Francisco will pass on the validity of the shares for Cogent. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston will pass on legal matters for Guggenheim.
Why the registration changed
The supplement's explanatory note invokes Rule 415(a)(6). It says $50,000,000 of unsold securities under the prior registration statement are moved onto a Form S-3ASR, File No. 333-269707, which became effective on February 10, 2023. Cogent paid a filing fee of $4,635.00 on those securities, and the earlier offering is deemed terminated.
The price and the dilution
The last reported sale price on the Nasdaq Global Select Market was $5.87 a share on May 2, 2025. The supplement assumes 8,517,887 shares are sold at that price. In that case, up to 146,772,901 shares would be outstanding afterward. It says a buyer at that price would suffer immediate dilution of $4.05 a share in net tangible book value.
As of March 31, 2025, net tangible book value was $219.0 million, or $1.92 a share. The supplement adjusts that to $1.58 a share on an assumed conversion of the Series A and Series B preferred stock and exercise of pre-funded warrants. On a pro forma as-adjusted basis, after the offering, it would be $267.3 million, or $1.82 a share.
Losses and the stated use of money
The risk summary in the company's annual report says Cogent has incurred net losses in every year since its inception and expects to keep losing money. It says the company "will require substantial additional funding." The supplement says net proceeds will go to development, regulatory and commercial preparation for bezuclastinib and other product candidates, along with working capital and general corporate purposes.
The supplement's auditor reference names PricewaterhouseCoopers LLP for the 2024 financial statements. The company says it has broad discretion over the use of proceeds and may spend them in ways investors do not agree with.
A single lead program
Bezuclastinib, also known as CGT9486, is a highly selective tyrosine kinase inhibitor designed to inhibit the KIT D816V mutation and other mutations in KIT exon 17. The company is developing it for non-advanced systemic mastocytosis, advanced systemic mastocytosis and gastrointestinal stromal tumors. The company also has a Phase 1 study of an internal FGFR2 inhibitor, and a portfolio aimed at mutations in ErbB2, PI3Kα and KRAS.
The risk factors say the business is highly dependent on bezuclastinib. They warn that interim, top-line and preliminary data may change as more patient data arrive. They say unacceptable side effects could force the company to abandon or limit development. The company also says the incidence and prevalence of its target patient groups "have not been established with precision," and that a narrower approved label would reduce revenue potential. The company depends on third parties for API and drug product, and says some of them are sole sources.
Corporate history
Cogent was incorporated in Delaware in March 2014 as Unum Therapeutics Inc. Its initial public offering was completed on April 3, 2018 under the ticker UMRX. The name changed to Cogent Biosciences on October 6, 2020, and the stock began trading as COGT. Its principal office is at 275 Wyman Street in Waltham, Massachusetts.