Latham & Watkins Advises on Cogent Biosciences’ Upsized Public Offering of Shares of Common Stock and Pre-funded Warrants

Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, has announced the pricing of an underwritten public offering of 15,169,698 shares of its common stock, offered at a public offering price of US$8.25 per share. In addition, in lieu of issuing common stock to certain investors, Cogent is offering pre-funded warrants to purchase 3,030,302 shares of its common stock at a purchase price of US$8.24 per pre-funded warrant, which equals the public offering price per share of the common stock less the US$0.01 exercise price per share of each pre-funded warrant. The aggregate gross proceeds to Cogent from this offering are expected to be approximately US$150 million, before deducting underwriting discounts and commissions and other estimated offering expenses, upsized from US$125 million. In addition, Cogent has granted the underwriters a 30-day option to purchase up to an additional 2,730,000 shares of its common stock at the public offering price less underwriting discounts. All of the shares of common stock and pre-funded warrants in the offering are being sold by Cogent. The offering is expected to close on or about June 16, 2022, subject to customary closing conditions.

Latham & Watkins LLP represents the underwriters in the offering with a New York capital markets team led by partner Nathan Ajiashvili, with associates Roger Yarett, Isabelle Sawhney, and Yulong Li.