Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology
company focused on developing precision therapies for genetically
defined diseases, today announced it has entered into a securities
purchase agreement for a private investment in public equity
financing that is expected to result in gross proceeds of
approximately $225 million to the Company, before
deducting placement agent fees and offering expenses.
This financing was led by Commodore Capital and a large
investment management firm and included participation from both new
and existing investors, including Fairmount Funds, Redmile Group,
Janus, TCGX, Adage Capital Partners LP, Venrock Healthcare Capital
Partners, Deerfield and Perceptive Advisors.
J.P. Morgan Securities LLC, Jefferies LLC and Piper Sandler
& Co. acted as placement agents.
“With this announcement, we put Cogent in an extremely strong
financial position to move bezuclastinib rapidly through three
ongoing registration-directed clinical trials and toward our
ultimate goal of positioning it as the best-in-class KIT mutant
inhibitor for patients living with systemic mastocytosis and
gastrointestinal stromal tumors,” said Andrew Robbins,
President and Chief Executive Officer of Cogent Biosciences. “We
are excited to describe our new clinical data update from Part 1b
of the SUMMIT clinical trial in patients with Nonadvanced Systemic
Mastocytosis at the annual American Academy of Asthma, Allergy and
Immunology (AAAAI) meeting later this month.”
Pursuant to the terms of the agreement, Cogent will sell 17
million shares of its common stock at a price of $7.50 per share,
representing a premium of approximately 37% to its closing price
on February 13, 2024, along with Series B non-voting convertible
Preferred Stock (the “Series B Preferred Stock”) convertible into
approximately 13 million shares of its common stock to a select
group of institutional and accredited healthcare specialist
investors in an oversubscribed private placement pursuant to the
terms of the securities purchase agreement. Subject to Cogent
stockholder approval, each share of Series B Preferred Stock will
automatically convert into 1,000 shares of common stock, subject to
certain beneficial ownership limitations set by each holder. Cogent
anticipates the gross proceeds from the private placement to be
approximately $225 million, before deducting any offering-related
expenses. The private placement is expected to close on or
about February 16, 2024, subject to customary closing
conditions.
Cogent intends to use the net proceeds from the proposed
financing to fund research and development, activities relating to
bezuclastinib and other product candidates, as well as for working
capital and general corporate purposes. The proceeds from this
financing, combined with current cash, cash equivalents and
marketable securities, are expected to fund Cogent into 2027 and
through all clinical readouts from SUMMIT, PEAK and APEX
registration-directed trials.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions’ securities laws. Concurrently with
the execution of the securities purchase agreement, Cogent and the
investors entered into a registration rights agreement pursuant to
which Cogent has agreed to file a registration statement with
the U.S. Securities and Exchange Commission (the “SEC”)
registering the resale of the shares of common stock issued in the
private placement and the shares of common stock issuable upon the
conversion of the shares of Series B Preferred Stock issued in the
private placement no later than the 45th day after the pricing
of the private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. Any offering of the
securities under the resale registration statement will only be
made by means of a prospectus.
Webcast Information and AAAAI PosterCogent will
host a webcast on Friday, February 23, 2024 at 8:00 a.m. ET to
review the SUMMIT Part 1b data. The live event will be available on
the Investors & Media page of Cogent’s website
at investors.cogentbio.com. A replay of the webcast will be
available approximately two hours after the completion of the event
and will be archived for up to 30 days. The AAAAI poster will
be made available to registered conference attendees and will also
be in the Posters and Publications section of Cogent’s website at
www.cogentbio.com/research.
About Cogent Biosciences, Inc. Cogent
Biosciences is a biotechnology company focused on developing
precision therapies for genetically defined diseases. The most
advanced clinical program, bezuclastinib, is a selective tyrosine
kinase inhibitor that is designed to potently inhibit the KIT D816V
mutation as well as other mutations in KIT exon 17. KIT D816V is
responsible for driving systemic mastocytosis, a serious disease
caused by unchecked proliferation of mast cells. Exon 17 mutations
are also found in patients with advanced gastrointestinal stromal
tumors (GIST), a type of cancer with strong dependence on oncogenic
KIT signaling. In addition to bezuclastinib, the Cogent Research
Team is developing a portfolio of novel targeted therapies to help
patients fighting serious, genetically driven diseases initially
targeting mutations in FGFR2, ErbB2 and PI3Ka. Cogent Biosciences
is based in Waltham, MA and Boulder, CO. Visit our website for more
information at www.cogentbio.com.
Forward-looking StatementsThis press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements about Cogent’s expectations regarding
the completion, timing and size of the private placement, its cash
runway, the intended use of the net proceeds, the filing and timing
of a resale registration statement and its plans regarding future
clinical trials. The use of words such as, but not limited to,
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” or “would” and similar words
expressions are intended to identify forward-looking statements.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based on our
current beliefs, expectations and assumptions regarding the future
of our business, future plans and strategies, our clinical results,
the rate of enrollment in our clinical trials and other future
conditions. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and
uncertainties. No representations or warranties (expressed or
implied) are made about the accuracy of any such forward-looking
statements. We may not actually achieve the forecasts or milestones
disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Such
forward-looking statements are subject to a number of material
risks and uncertainties including but not limited to market
conditions and the satisfaction of closing conditions and those
risks and uncertainties those set forth under the caption “Risk
Factors” in Cogent’s most recent Quarterly Report on Form 10-Q
filed with the SEC. Any forward-looking statement speaks only as of
the date on which it was made. Neither we, nor our affiliates,
advisors or representatives, undertake any obligation to publicly
update or revise any forward-looking statement, whether as result
of new information, future events or otherwise, except as required
by law. These forward-looking statements should not be relied upon
as representing our views as of any date subsequent to the date
hereof.
Contact:Christi WaarichSenior Director,
Investor Relationschristi.waarich@cogentbio.com617-830-1653
Cogent Biosciences (NASDAQ:COGT)
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