Cogent Biosciences Announces Securities Purchase Agreement with Institutional Investors

Cogent Biosciences (NASDAQ:COGT) disclosed on November 29, 2024, that the company has entered into a securities purchase agreement termed the Registered Direct Purchase Agreement with certain institutional investors regarding the sale of 2,483,586 shares of common stock. These shares were offered under the company’s shelf registration statement on Form S-3 and were part of the Registered Direct Offering.

In addition to the Registered Direct Purchase Agreement, the company also entered into a placement agency agreement with ThinkEquity LLC as the placement agent for the sale of a portion of the shares. The agreement entails a cash fee for the Placement Agent based on a percentage of the gross proceeds raised in the offering by an investor.

Further, a Private Placement Purchase Agreement was established with officers and/or directors and a principal stockholder of the company collectively called the Insiders. This agreement pertained to the sale of pre-funded warrants to purchase up to 1,187,802 shares of Common Stock at a defined purchase price.

The sale of the shares and warrants is set to take place on December 2, 2024, and is subject to customary closing conditions. The net proceeds from the Registered Direct Offering are anticipated to be approximately $5.3 million, while the net proceeds from the Concurrent Private Placement are expected to be around $2.7 million.

It is worth mentioning that the Unregistered Securities were sold without registration under the Securities Act under an exemption provided by Section 4(a)(2) of the Securities Act.

Additionally, the company entered into Support Agreements with the Registered Direct Investors and the Insiders. The Support Agreements outline the agreement of the investors to vote their shares of Common Stock in favor of certain actions at stockholder meetings.

The company issued a press release on November 29, 2024, announcing these Offerings. Furthermore, Crystal Financial LLC agreed to extend the deadline for the company to raise net cash proceeds, as per an amendment to the Credit Agreement.

The 8-K filing also lists various agreements and agreements related to the transactions, including the Purchase Agreements, Placement Agency Agreement, and Support Agreements. Interested parties can access the complete details in the original filing on the SEC’s website.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Cogent Biosciences’s 8K filing here.

About Cogent Biosciences

Cogent Biosciences, Inc, a biotechnology company, focuses on developing precision therapies for genetically defined diseases. Its lead product candidate includes bezuclastinib (CGT9486), a selective tyrosine kinase inhibitor designed to target mutations within the KIT receptor tyrosine kinase, including KIT D816V KIT D816V mutation that drives systemic mastocytosis, as well as other mutations in KIT exon 17, which are found in patients with advanced gastrointestinal stromal tumors.