Cogent Biosciences Announces Closing of Enhanced Public Offering of Common Shares and Prefunded Warrants and Full Exercise of Underwriters’ Option to Purchase Additional Shares

Cogent Biosciences, Inc.

CAMBRIDGE, Mass. and BOULDER, Colo., June 16, 2022 (GLOBE NEWSWIRE) — Cogent Biosciences, Inc. (Nasdaq: COGT), a biotechnology company focused on developing precision therapies for genetically defined diseases, today announced the closing of its increased subscribed public offering of 17,899,698 common shares, and to certain investors in lieu and places, pre-funded warrants to purchase 3,030,302 shares of its common stock at an exercise price of $0.01 per share. The common shares transferred include 2,730,000 shares under the option to purchase additional shares granted by Cogent to the guarantors, which option was exercised in full. The public offering price for each common share was $8.25 and the public offering price for each prefunded warrant was $8.24. Cogent’s aggregate gross proceeds from this offering were approximately $172.6 million, before deducting underwriting discounts and commissions and other estimated offering costs.

The net proceeds of the offering will be used for development, regulatory and commercial readiness activities related to bezuclastinib and other product candidates, as well as for working capital and general corporate purposes.

Jefferies, Piper Sandler & Co. and Guggenheim Securities, LLC acted as joint bookrunners for the offering. LifeSci Capital also acted as lead manager of the offering.

The securities described above were offered pursuant to a shelf registration statement (File No. 333-264773) filed with the Securities and Exchange Commission (SEC), effective May 24, 2022. A copy of the final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering has been filed with the SEC and may be obtained on the SEC’s website at www.sec.gov, or at application to Jefferies LLC (Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022; phone: 877-821-7388; email: Prospectus_Department@Jefferies.com); or Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by phone at (800) 747-3924, or by e-mail at prospectus@psc.com; or Guggenheim Securities, LLC: Attn: Equity Syndicate Department, 330 Madison, New York, New York 10017, by phone at 212-518-9544, or by e-mail at GSEquityProspectusDelivery@guggenheimpartners.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Cogent Biosciences, Inc.
Cogent Biosciences is a biotechnology company specializing in the development of precision therapies for genetically defined diseases. The most advanced clinical program, bezuclastinib, is a selective tyrosine kinase inhibitor designed to potently inhibit the KIT D816V mutation as well as other KIT exon 17 mutations. KIT D816V is responsible for systemic mastocytosis, a serious disease caused by uncontrolled proliferation. of mast cells. Exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors (GIST), a type of cancer highly dependent on oncogenic KIT signaling. In addition to bezuclastinib, the Cogent research team is developing a portfolio of novel targeted therapies to help patients combat serious genetic diseases initially targeting FGFR2 and ErbB2. Cogent Biosciences is based in Cambridge, MA and Boulder, CO.

Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as, but not limited to, “anticipate”, “believe”, “continue”, “could “, “estimate”, “expect”, “intend”, “may”, “could”, “plan”, “potential”, “predict”, “project”, “should”, ” target”, “will” or “would” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor guarantees of future performance. Instead, they are based on our beliefs. , current expectations and assumptions regarding the future of our business, our future plans and strategies, our clinical results, the rate of enrollment in our clinical trials and other future conditions. New risks and uncertainties may arise from time to time. and it is not possible to foresee all the risks ues and uncertainties. No representation or warranty (express or implied) is made as to the accuracy of these forward-looking statements. We may not achieve any forecasts or milestones disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements are subject to a number of important risks and uncertainties, including, but not limited to, our capital position and the adequacy of our capital to fund our operations in future periods; our use of the net proceeds of the guaranteed public offering; the impact of the COVID-19 pandemic or similar public health crises on our business; and other risks and uncertainties identified in our filings with the SEC, including our registration statement on Form S-3 filed with the Securities and Exchange Commission on May 6, 2022, as may be amended from from time to time, together with the accompanying prospectus contained therein and the documents incorporated by reference therein, including our annual report on Form 10-K, our quarterly report on Form 10-Q and our subsequent periodic reports filed with the SEC, as well as the preliminary prospectus supplement related to this offering. 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 a result of new information, future events or otherwise, except as required by law. requires it. These forward-looking statements should not be taken to represent our views as of any date subsequent to the date hereof.

Contact:

Christi Waarich
Senior Director, Investor Relations
christi.waarich@cogentbio.com
617-830-1653

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