Cogent Biosciences, Inc. (COGT): debt financing — Cogent completes $230M 1.625% convertible senior notes offering due 2031

Cogent Biosciences, Inc.

Aggregate principal $230M including full exercise of $30M over-allotment option by underwriters.
Notes bear 1.625% interest payable semiannually on May 15 and Nov 15, starting May 15, 2026; mature Nov 15, 2031.
Initial conversion rate 22.2469 shares per $1,000 principal (conversion price ~$44.95); settlement in cash, stock, or combo at company's election.
Notes are senior unsecured obligations; redeemable at company's option after Nov 20, 2029 subject to stock price conditions.
Noteholders may require repurchase upon a Fundamental Change (e.g., business combination, delisting) at principal plus accrued interest.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cogent Biosciences, Inc. incurred convertible notes of $230,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 1.625% per year maturing November 15, 2031.

Instrument: convertible notes
Principal: $230,000,000 aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 1.625% per year
Maturity: November 15, 2031
Event: incurrence

Exact text from the filing

On November 18, 2025, Cogent Biosciences, Inc. (the “Company”) completed its previously-announced public offering (the “Offering”) of $230,000,000 aggregate principal amount of its 1.625% Convertible Senior Notes due 2031

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Cogent Biosciences, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-286158

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