On December 1, 2020 Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, reported the pricing of an underwritten public offering of 10,256,411 shares of its common stock, offered at a public offering price of $9.75 per share (Press release, Cogent Biosciences, DEC 1, 2020, View Source [SID1234572056]). In addition, Cogent Biosciences has granted the underwriters a 30-day option to purchase up to an additional 1,538,461 shares of its common stock at the public offering price less underwriting discounts. The size of the offering was upsized from $60 million to approximately $100 million. All of the shares of common stock sold in the offering are being sold by Cogent Biosciences. The offering is expected to close on or about December 4, 2020, subject to customary closing conditions.

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The gross proceeds from the offering are expected to be approximately $100 million before deducting customary underwriting discounts, offering expenses and excluding any exercise of the underwriters’ option. Cogent Biosciences intends to use the net proceeds from the offering for development, regulatory and commercial preparation activities relating to PLX9486 and other product candidates, as well as for working capital and general corporate purposes.

Jefferies and Piper Sandler & Co. are acting as joint book-running managers for the offering. Wedbush PacGrow, LifeSci Capital and Ladenburg Thalmann are also acting as co-managers for the offering.

The securities described above are being offered pursuant to a shelf registration statement (File No. 333-230678) filed with the Securities and Exchange Commission (SEC), which became effective on May 1, 2019.

A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering will be filed with the SEC. The securities described above have not been qualified under any state blue sky laws. 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 sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The offering can be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained at the SEC’s website at www.sec.gov, or by request to Jefferies LLC (Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022; telephone: 877-821-7388; email: [email protected]); or Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by telephone at (800) 747-3924, or by email at [email protected].