Cogent Biosciences files $400 million stock offering under existing at-the-market program

Cogent Biosciences filed a prospectus supplement dated August 10, 2026 for an at-the-market equity offering of up to $400,000,000 in common stock. The offering runs under a Sales Agreement with Guggenheim Securities, LLC, dated May 6, 2022, as amended by Amendment No. 1 to Sales Agreement, dated November 7, 2025¹. Guggenheim will act as sales agent or principal and will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold under the Sales Agreement¹.

As of August 7, 2026, Cogent's stock last reported sale price on the Nasdaq Global Select Market was $42.39 per share¹. Assuming full use of the shelf at that price, the company would issue up to 195,404,096 shares outstanding immediately after the offering, based on an assumed sale of 9,436,187 shares¹. The filing estimates immediate and substantial dilution in the amount of $37.68 per share for investors buying in this offering¹.

Cogent describes itself as a clinical-stage biotechnology company whose most advanced program is bezuclastinib, a highly selective tyrosine kinase inhibitor designed to inhibit the KIT D816V mutation and other KIT exon 17 mutations¹. The company said it reported positive top-line results in 2025 from registrational trials in Non-Advanced Systemic Mastocytosis, Advanced Systemic Mastocytosis, and GIST, and subsequently filed three NDAs now pending FDA review¹.

Specifically, the NonAdvSM NDA was accepted by the FDA in March 2026 with a PDUFA target action date of December 30, 2026¹, the GIST combination NDA with sunitinib was accepted with Priority Review and a PDUFA date of November 30, 2026¹, and the AdvSM NDA was submitted in June 2026¹. Cogent said it intends to use offering proceeds for development and regulatory activities relating to bezuclastinib, anticipated commercial launch, and general corporate purposes¹.