aibioCogent Biosciences files for up to $400,000,000 at-the-market stock sales
Tickers COGT
Guggenheim Securities may act as agent or principal and is entitled to a 3.0% commission. The last reported sale price on August 7, 2026 was $42.39 per share, and the supplement puts dilution to new buyers at $37.68 per share.
Key facts
- Company
- Cogent Biosciences, Inc. (NASDAQ: COGT)
- News type
- Financings
- Primary source
- Cogent Biosciences, Inc. 424B5 (2026-08-10)
A $400 million program on the same agreement
Cogent Biosciences, Inc. filed a prospectus supplement on August 10, 2026 for up to $400,000,000 of common stock, sold at market prices through or to Guggenheim Securities, LLC. The sales agreement is dated May 6, 2022 and was amended by Amendment No. 1 dated November 7, 2025. Guggenheim may act as agent or principal. It need not sell any specific amount. Its compensation is a commission of 3.0% of the gross sales price per share sold.
The supplement is part of an automatic shelf registration statement on Form S-3ASR, File No. 333-291384, filed on November 7, 2025, which became effective on filing. An 8-K filed the same day attaches a legal opinion from Gibson, Dunn & Crutcher LLP of San Francisco, counsel to the company. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston will pass on legal matters for Guggenheim.
The price, the dilution and the share count
The last reported sale price on the Nasdaq Global Select Market was $42.39 a share on August 7, 2026. The supplement assumes 9,436,187 shares sold at that price, which would bring outstanding shares to up to 195,404,096. It says a buyer at that price would suffer immediate dilution of $37.68 a share.
The supplement's base is 185,967,909 shares outstanding as of June 30, 2026, after conversion of 39,414 Series A preferred shares and 4,516 Series B preferred shares. Since June 30, 2026, it has issued 1,743,528 shares under the sales agreement, and 5,116,787 more could come from conversion of convertible senior notes.
Net tangible book value was $532.4 million, or $3.10 a share, at June 30, 2026. On a pro forma as-adjusted basis after the offering, the supplement gives $920.2 million, or $4.71 a share, which it says is an increase of $1.85 a share for existing holders.
Losses and cash used
The company reported a net loss of $328.9 million for 2025, against $255.9 million for 2024. Cash used in operations was $264.4 million for 2025, against $207.8 million for 2024. At December 31, 2025 it held $312.0 million of cash and cash equivalents and $588.8 million of short-term investments. At June 30, 2026 cash and cash equivalents were $181.2 million and short-term investments were $611.1 million.
The risk summary in the company's annual report says the company has had net losses in every year since its inception and expects more. It says the company may need additional capital, and that its indebtedness and liabilities could limit cash flow and impair its ability to satisfy obligations under its convertible notes.
The supplement says the net proceeds will fund development and regulatory work on bezuclastinib and other product candidates, the expected commercial launch and commercialization of bezuclastinib, working capital, and general corporate purposes. It also says the company has broad discretion over the use of proceeds and may spend them in ways investors do not agree with.
Three applications under FDA review
Bezuclastinib is the company's lead product. The company says it submitted a first new drug application (NDA) for non-advanced systemic mastocytosis in December 2025. The FDA accepted it in March 2026 with a PDUFA target action date of December 30, 2026. A second NDA, for bezuclastinib with sunitinib in gastrointestinal stromal tumors (GIST) after prior imatinib, was accepted with Priority Review and has a PDUFA target date of November 30, 2026. A third NDA, for advanced systemic mastocytosis, was submitted in June 2026.
The company estimates a global annual market opportunity of over $4 billion for bezuclastinib with sunitinib as second-line GIST treatment. That is its own estimate. The same summary also says that the incidence and prevalence of the target patient groups "have not been established with precision," and that a narrower approved patient population would cut revenue potential.
The risk factors say third parties are the sole source of bezuclastinib's active ingredient and drug product, and that regulators may disagree with the company's plan.
Who else is named
The supplement names Guggenheim as the only sales agent and no other underwriter. Under the agreement, Guggenheim is deemed an underwriter for the shares it sells, and the company has agreed to indemnify it.