Cogent Biosciences, Inc. announced that it has entered into a Securities Purchase Agreement with certain institutional and accredited investors to issue an aggregate of 17,717,997 common shares par value $0.001 per share, at a price per share of $7.50 per share for the gross proceeds of $132,884,977.5 and 12,280 Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share, at a price per share of $7,500 for an aggregate gross proceeds of approximately $92,100,000; for total gross proceeds of $224,984,977.5 on February 13, 2024. The transaction is expected to close on February 16, 2024. The securities to be issued and sold to the Purchasers under the Purchase Agreement will not be registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws.

The transaction will include participation from funds managed by FMR LLC for 5,333,333 common shares for $39,999,997.50, Commodore Capital Master LP for 9.99% stake for 2,125,000 common shares and 1,875 preferred shares for $30,000,000, Redmile Capital Fund, LP for 9.99% stake for 285,059 common shares and 348 preferred shares for $ 4,747,942.50, Redmile Capital Offshore Master Fund, Ltd. for 9.99% stake for 280,412 common shares and 343 preferred shares for $ 4,675,590, Redmile Strategic Long Only Trading Sub, Ltd. for 9.99% stake for 383,839 common shares and 470 preferred shares for $6,403,792.50, Redmile Strategic Trading Sub, Ltd. for 9.99% stake for 170,823 common shares and 208 preferred shares for $2,841,172.50, Redmile Capital Offshore II Master Fund, Ltd. (Strategic Sleeve) for 9.99% stake, 190,841 for common shares for 233 preferred shares for $3,178,807.50, Map 20 Segregated Portfolio, a segregated portfolio of LMA SPC for 9.99% stake for 39,026 common shares and 48 preferred shares for $652,695, Fairmount Healthcare Fund II L.P. for 19.9% stake for 1,166,666 common shares and 1,500 preferred shares for $19,999,995, Janus Henderson Biotech Innovation Master Fund Limited for 1,166,666 common shares for $12,499,995, Perceptive Life Sciences Master Fund, Ltd. for 9.9% stake for 583,333 common shares and 750 preferred shares for $9,999,997.50, TCG Crossover Fund I, L.P. for 9.9% stake for 583,333 common shares and 750 preferred shares for $9,999,997.50, Adage Capital Partners LP for 9.99% stake for 583,333 common shares and 750 preferred shares for $ 9,999,997.50, Woodline Master Fund LP 9.9% 445,000 common shares 555 preferred shares $ 7,500,000, Point72 Associates, LLC 9.9% 1000 preferred shares $ 7,500,000.00, Funds associated with Avidity Partners Management LP 9.9% 445,000 common shares 555 preferred shares $7,500,000, Farallon Capital Partners, L.P. for 9.99% stake for 37,416 common shares and 47 preferred shares for $633,120, Farallon Capital Institutional Partners, L.P. for 9.99% stake 26,095 common shares and 33 preferred shares for $443,212.50, Farallon Capital Institutional Partners II, L.P. for 9.99% stake for 4,308 common shares and 5 preferred shares for $69,810, Four Crossings Institutional Partners V, L.P. for 9.99% stake for 6,177 common shares and 8 preferred shares for $106,327.50, Farallon Capital F5 Master I, L.P. for 9.99% stake for 81,897 common shares and 101 preferred shares for $1,371,727.50, Farallon Capital (AM) Investors, L.P. for 9.99% stake for 18,120 common shares and 23 preferred shares for $308,400, Farallon Capital Offshore Investors II, L.P. for 9.99% stake for 3,987 common shares and 5 preferred shares for $67,402.50, Farallon Healthcare Partners Master, L.P. 9.99% stake 267,000 common shares and 333 preferred shares for $4,500,000, Venrock Healthcare Capital Partners EG, L.P. 9.9% stake 316,305 common shares and 394 preferred shares for $5,327,287.50, Venrock Healthcare Capital Partners III, L.P. for 9.9% stake 116,991 common shares and 146 preferred shares for $1,972,432.50, VHCP Co-Investment Holdings III, LLC for 9.9% stake 11,704 common shares and 15 preferred shares $ 200,280.00, Funds associated with Franklin Templeton 1,000,000 common shares for $ 7,500,000, Deerfield Partners, L.P. for 9.9% stake 445,000 common shares and 555 preferred shares $7,500,000.00, Kynam Capital Management, LP for 9.9% stake 316,000 common shares and 350 preferred shares for $4,995,000, Deep Track Biotechnology Master Fund for 9.99% stake 316,000 common shares and 350 preferred shares for $4,995,000, Averill Master Fund, Ltd. for 9.99% stake, 280,694 common shares and 311 preferred shares for $4,437,705, Averill Madison Master Fund, Ltd. for 9.99% stake 35,306 common shares and 39 preferred shares for $ 557,295.00, SilverArc Capital Alpha Fund I, L.P. for 9.9% stake 5,060 common shares and 6 preferred shares for $ 82,950, SilverArc Capital Alpha Fund II, L.P. for 9.9% stake 109,786 common shares and 129 preferred shares for $1,790,895 and Squarepoint Diversified Partners Fund Limited for 9.9% stake 38,487 common shares and 45 preferred shares for $ 626,152.50.