Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Cogent Biosciences, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
19240Q201 (CUSIP Number) |
Ms. Erin O'Connor Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA, 19428 (267) 262-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 19240Q201 |
| 1 |
Name of reporting person
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,877,418.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities include (a) 9,003,418 shares of common stock, $0.001 par value ("Common Stock"), and (b) 6,874,000 shares of Common Stock issuable upon conversion of approximately 27,496 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") directly held by Fairmount Healthcare Fund II L.P. ("Fund II"). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%. Row 13 is based on 160,379,562 shares of Common Stock outstanding as of November 13, 2025, consisting of (i) 143,376,529 shares of Common Stock outstanding as of November 5, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) 11,129,033 shares of Common Stock sold in the offering, as reported in the Company's Current Report on Form 8-K filed on November 13,2025, and (iii) 6,874,000 shares of Common Stock underlying the 27,496 shares of Series A Preferred Stock owned by Fund II, subject to the beneficial ownership limitation.
SCHEDULE 13D
|
| CUSIP No. | 19240Q201 |
| 1 |
Name of reporting person
Fairmount Healthcare Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,877,418.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The securities include (a) 9,003,418 shares of common stock, $0.001 par value ("Common Stock"), and (b) 6,874,000 shares of Common Stock issuable upon conversion of approximately 27,496 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") directly held by Fairmount Healthcare Fund II L.P. ("Fund II"). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%. Row 13 is based on 160,379,562 shares of Common Stock outstanding as of November 13, 2025, consisting of (i) 143,376,529 shares of Common Stock outstanding as of November 5, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q, (ii) 11,129,033 shares of Common Stock sold in the offering, as reported in the Company's Current Report on Form 8-K filed on November 13,2025, and (iii) 6,874,000 shares of Common Stock underlying the 27,496 shares of Series A Preferred Stock owned by Fund II, subject to the beneficial ownership limitation.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Cogent Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
275 Wyman Street, 3rd Floor, Waltham,
MASSACHUSETTS
, 02451. | |
Item 1 Comment:
This Amendment No. 8 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 6, 2020, Amendment No. 1 filed on June 21, 2022, Amendment No. 2 filed on June 13, 2023, Amendment No. 3 filed on February 16, 2024, Amendment No. 4 filed on March 27, 2024, Amendment No. 5 filed on April 1, 2024, Amendment No. 6 filed on June 13, 2024, and Amendment No. 7 filed on July 14, 2025 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the Common Stock of Cogent Biosciences, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 8 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 8 is incorporated by reference herein. | |
| (b) | The information in rows 7 through 10 of each of the cover pages of this Amendment No. 8 is incorporated by reference herein. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on November 13, 2025 and the Company's underwritten public offering of convertible senior notes that is expected to close on November 18, 2025, Fairmount Funds Management entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC and Guggenheim Securities, LLC as representatives (the "Representatives") of the several underwriters to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fairmount Funds Management agreed to refrain from selling shares of the Company's securities without the consent of the Representatives, and other customary lock-up conditions, for a period of 45 days after the date of the Company's final prospectus supplement related to the offerings. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offerings. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on November 13, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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