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Red Flags Detected

  • Immediate Dilution In Pro Forma As-adjusted Net Tangible Book Value to Purchasers of Shares of Common Stock In This Offering of $27.64 Per Share (new) — New investors pay $31.00 per share but receive only $3.36 in book value per share, a dilution of $27.64 per share (89% of the offer price).
NASDAQ: COGT Cogent Biosciences, Inc. 424B5

Cogent Biosciences prices 9.68M share offering at $31.00, raising $300M gross; concurrent $200M convertible notes

Filed November 12, 2025 · ~2 min read

Key Changes

  • high

    Cogent is selling 9,677,420 shares at $31.00 per share, for gross proceeds of $300.0M before underwriting discounts and expenses.

    The Offering verify on EDGAR →
  • high

    Net proceeds to Cogent from the stock offering are approximately $281.7M (or $324.0M if underwriters fully exercise their option to purchase additional shares).

    Use of Proceeds verify on EDGAR →
  • high

    Concurrently, Cogent is offering $200M of 1.625% Convertible Senior Notes due 2031, with net proceeds of approximately $193.7M (or $222.8M with over-allotment).

    Use of Proceeds verify on EDGAR →

3 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Sep 2, 2026 · How we verify