| Item 1.01 | Entry into a Material Definitive Agreement |
On June 6, 2023, Cogent Biosciences, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC, Piper Sandler & Co. and Guggenheim Securities, LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 12,500,000 shares of the Company’s common stock at a public offering price of $12.00 per share (the “Offering”).
In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,875,000 shares of its common stock on the same terms and conditions (the “Option”).
The gross proceeds from the Offering are expected to be approximately $150 million before deducting customary underwriting discounts and offering expenses.
The securities described above are offered pursuant to an automatic shelf registration statement (File No. 333-269707) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2023. A final prospectus supplement dated June 6, 2023 relating to and describing the terms of the Offering was filed with the SEC on June 8, 2023.
In the Underwriting Agreement, the Company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is filed as Exhibits 1.1, and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the issuance and sale of the shares of the common stock in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
