Cogent Biosciences raises $225M in oversubscribed PIPE at $7.50/share, 37% premium

Cogent Biosciences, Inc.

Gross proceeds of $225M from 17.7M common shares at $7.50 and Series B convertible preferred.
Pro-forma cash expected to fund into 2027 through SUMMIT, PEAK, and APEX registration trials.
Led by Commodore Capital; includes Fairmount, Redmile, Janus, TCGX, Adage, Venrock, Deerfield, Perceptive.
Investor webcast on Feb 23 to review SUMMIT Part 1b data at AAAAI annual meeting.

item 1.01 item 5.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cogent Biosciences, Inc.: Filed Certificate of Designation for Series B Non-Voting Convertible Preferred Stock, establishing the powers, preferences, rights, and limitations of the new series (effective 2024-02-14).

Change: charter amendment
Effective: 2024-02-14

Exact text from the filing

On February 14, 2024, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “ Certificate of Designation ”) in connection with the Private Placement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cogent Biosciences, Inc. entered into Securities Purchase Agreement with certain institutional and accredited investors valued at approximately $225 million (effective 2024-02-13).

Action: entry
Agreement: equity purchase
Counterparty: certain institutional and accredited investors
Value: approximately $225 million
Effective: 2024-02-13

Exact text from the filing

On February 13, 2024, Cogent Biosciences, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with certain institutional and accredited investors (each, a “ Purchaser ” and collectively, the “ Purchasers ”).

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Cogent Biosciences, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-035203

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