Cogent Biosciences announced the successful pricing of concurrent public offerings that will generate approximately $475.3 million in net proceeds to advance its lead precision therapy bezuclastinib and support commercial preparations for treating systemic mastocytosis and other genetically defined diseases.
The biotechnology company priced an equity offering of 9,677,420 shares at $31.00 per share, raising approximately $300 million, alongside $200 million in 1.625% convertible senior notes due 2031. The equity offering was upsized from the initially announced $200 million offering size, reflecting strong investor demand.
Bezuclastinib Targets Critical KIT Mutations
Bezuclastinib represents Cogent's most advanced clinical program as a selective tyrosine kinase inhibitor specifically designed to potently inhibit the KIT D816V mutation and other mutations in KIT exon 17. The KIT D816V mutation drives systemic mastocytosis, a serious disease characterized by unchecked proliferation of mast cells.
The therapeutic approach also addresses advanced gastrointestinal stromal tumors, where exon 17 mutations create strong dependence on oncogenic KIT signaling. This targeted strategy positions bezuclastinib to address significant unmet medical needs in rare oncology indications.
Strategic Capital Deployment
Cogent plans to allocate the financing proceeds strategically across multiple priorities. The company will use $50 million to repay outstanding loans under its existing term loan facility, plus accrued interest and associated fees. The remaining funds will support development and regulatory activities for bezuclastinib and other product candidates, the anticipated commercial launch and commercialization of bezuclastinib, along with working capital and general corporate purposes.
The financing structure includes underwriter options for additional securities purchases. Underwriters received a 30-day option to purchase up to 1,451,613 additional shares of common stock and up to $30 million in additional convertible notes to cover over-allotments.
Convertible Notes Structure
The convertible notes carry a 1.625% annual interest rate with semi-annual payments beginning May 15, 2026, and mature on November 15, 2031. The initial conversion rate is set at 22.2469 shares per $1,000 principal amount, equivalent to a conversion price of approximately $44.95 per share, representing a 45.0% premium above the equity offering price.
Cogent retains flexibility in conversion settlements, with the option to pay cash, deliver shares, or provide a combination of both. The notes become redeemable at the company's option starting November 20, 2029, subject to specific conditions including stock price performance thresholds.
Broader Pipeline Development
Beyond bezuclastinib, Cogent maintains an active Phase 1 study of its internally discovered FGFR2 inhibitor. The company's research team continues developing a portfolio of targeted therapies for genetically driven diseases, initially focusing on mutations in FGFR2/3, ErbB2, PI3Kα, KRAS, and JAK2.
The equity offering is expected to close November 13, 2025, while the convertible notes offering is scheduled to close November 18, 2025, subject to customary closing conditions. J.P. Morgan, Jefferies, Leerink Partners, and Guggenheim Securities served as joint book-running managers for the equity offering, while Jefferies and J.P. Morgan managed the convertible notes offering.
