Cogent Biosciences Inc美股招股说明书(2025-11-12版)

Cogent Biosciences, Inc. % Convertible Senior Notes due 2031 We are offering $200,000,000 aggregate principal amount of our% convertible senior notes due 2031 (the“notes”). In addition, we have granted the underwriters an option to purchase, exercisable for 30 days from the dateof this prospectus supplement, up to an additional $30,000,000 aggregate principal amount of notes, solely to coverover-allotments. Maturity; Interest We will pay interest on the notes at an annual rate of%, payable semi-annually in arrears on May 15 andNovember15 of each year, beginning on May15, 2026. The notes will mature on November15, 2031, unless earlierconverted, redeemed or repurchased by us. Conversion Noteholders may convert their notes at their option only in the following circumstances: (1)during any calendarquarter (and only during such calendar quarter) commencing after the calendar quarter ending on March31, 2026, ifthe last reported sale price per share of our common stock, $0.001 par value per share (the “common stock”),exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30consecutive trading days ending on, and including, the last trading day of the immediately preceding calendarquarter; (2)during the five consecutive business days immediately after any 10 consecutive trading day period (such10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amountof notes for each trading day of the measurement period was less than 98% of the product of the last reported saleprice per share of our common stock on such trading day and the conversion rate on such trading day; (3)upon theoccurrence of certain corporate events or distributions on our common stock, as described in this prospectussupplement; (4)if we call such notes for redemption; and (5)at any time from, and including, August15, 2031 untilthe close of business on the scheduled trading day immediately before the maturity date. We will settle conversionsby paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of ourcommon stock, at our election, based on the applicable conversion rate(s). The initial conversion rate isshares of common stock per $1,000 principal amount of notes, which represents an initial conversion price ofapproximately $per share, and is subject to adjustment as described in this prospectus supplement. If a“make-whole fundamental change” (as defined in this prospectus supplement) occurs, then we will in certaincircumstances increase the conversion rate for a specified period of time. Redemption and Repurchase The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buythese securities in any jurisdiction where the offer or sale is not permitted.The notes will be redeemable, in whole or in part (subject to certain limitations described in this prospectussupplement), at our option at any time, and from time to time, on a redemption date on or after November20, 2029and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption priceequal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, butexcluding, the redemption date, but only if the last reported sale price per share of our common Table of Contents stock exceeds 130% of the conversion price on (1)each of at least 20 trading days, whether or not consecutive, during the 30 consecutivetrading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2)thetrading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a make-wholefundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increasedin certain circumstances if it is converted after it is called for redemption. If a “fundamental change” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement,noteholders may require us to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to berepurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. Ranking The notes will be our general, unsecured, senior obligations and will be senior in right of payment to our future indebtedness that isexpressly subordinated in right of payment to the notes, equal in right of payment with our existing and future indebtedness that is notexpressly subordinated to the notes and effectively subordinated to our existing and future secured indebtedness, to the extent of thevalue of