Cogent Biosciences Inc. (NASDAQ:COGT) shares dropped 2.4% in premarket trading Wednesday after the biotechnology firm priced two public offerings worth a combined $500 million to strengthen its balance sheet and fund ongoing development programs.
The company announced it had upsized its equity offering to 9,677,420 shares at $31.00 per share, raising about $300 million, an increase from its previously planned $200 million sale. In addition, Cogent priced a $200 million offering of 1.625% convertible senior notes due 2031, providing further liquidity.
After deducting underwriting fees, commissions, and expenses, Cogent expects to receive approximately $475.3 million in net proceeds from both offerings. Underwriters have also been granted a 30-day option to purchase additional shares and notes to cover any over-allotments.
The equity offering is expected to close on November 13, 2025, while the convertible notes are slated to close on November 18, 2025. Each transaction will settle independently.
The convertible notes are unsecured senior obligations, carrying semi-annual interest payments of 1.625% and maturing on November 15, 2031, unless converted or redeemed earlier. The initial conversion price is set at approximately $44.95 per share, representing a 45% premium over the public offering price.
Cogent said it plans to use part of the proceeds to repay $50 million in outstanding term loans, including accrued interest and fees. The remaining funds will support regulatory and development activities for bezuclastinib, the company’s lead precision oncology candidate, as well as prepare for its anticipated commercial launch and cover general corporate expenses.
J.P. Morgan, Jefferies, Leerink Partners, and Guggenheim Securities are serving as joint book-running managers for the equity offering, while Jefferies and J.P. Morgan will jointly manage the convertible notes offering.