Dilution profile // every instrument, one screen, from SEC filings

Cogent Biosciences, Inc. (COGT)

CIK 1622229 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$300M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 2% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+101% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~8.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-062026-08-06

Latest: 173.5M shares as of Aug 6, 2026 (10-Q). Share count fell from 38.3M to 11.3M between Aug 7, 2020 and Nov 6, 2020, a pattern consistent with a reverse split (roughly 1-for-3); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 3.0M underlying shares, as reported Jun 30, 2022 (10-Q).

Reported exercise price: $0.01 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 176.6M = 173.5M O/S + 3.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Senior Notes Due 2031$230.0M$44.95~5.1M sh

If every note above converted at its tagged price: ~5.1M new shares on 173.5M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 10, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding173.5MAug 6, 2026
+ Warrants (aggregate, as tagged) (if exercised)3.0MJun 30, 2022
+ Convertible Senior Notes Due 2031 (if fully converted)5.1MNov 18, 2025
Fully diluted estimate181.7M+4.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $300.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRNov 7, 2025$300.0M registeredfiling →
S-3Mar 29, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 5 executed · 1 registered.

EXECUTEDAug 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 12, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 12, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGNov 12, 2025Free-writing prospectus — offering being marketedFWP
EXECUTEDNov 12, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 12, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
REGISTEREDNov 7, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDJul 9, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 8, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEMay 9, 2025SEC declared a registration effective — selling can beginEFFECT
EXECUTEDMay 6, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEApr 10, 2024SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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