Cogent Biosciences, Inc.
9.90%
14,324,918
1622229
19240Q201
Jul 9, 2025
Jul 14, 2025, 04:31 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fairmount Funds Management LLC | Investment Adviser | 9.90% | 14,324,918 | 0 | 14,324,918 |
| Fairmount Healthcare Fund II GP LLC | Other | 9.90% | 14,324,918 | 0 | 14,324,918 |
Disclosure Items (7)
Common Stock, $0.001 par value
Cogent Biosciences, Inc.
275 Wyman Street, Waltham, MA, 02451
This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission ("SEC") registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount Funds Management"); and (2) Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company ("Fairmount GP II") (Fairmount Funds Management and Fairmount GP II, collectively, the "Reporting Persons"). Fairmount Funds Management serves as investment manager for Fund II and may be deemed a beneficial owner for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of any securities of the Company held by Fund II. Fund II has delegated to Fairmount Funds Management the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of Common Stock and Series A Preferred Stock reported herein. Because Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. Fairmount Funds Management and Fairmount GP II disclaim beneficial ownership of the securities reported in this Amendment No. 7 other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Amendment No. 7 shall not be deemed an admission that any of Fairmount Funds Management or Fairmount GP II is the beneficial owner of such securities for any other purpose.
The principal business address of each of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.
The principal business of Fairmount Funds Management is to provide discretionary investment management services to qualified investors through its private pooled investment vehicles, including Fund II. Fairmount GP II serves as the general partner to Fund II. Fairmount Funds Management has voting and dispositive power over the Common Stock and Series A Preferred Stock held by the Fund II, which is deemed shared with Fairmount GP II. Fund II does not have the right to acquire voting or dispositive power over the Common Stock or Series A Preferred Stock within sixty-one days.
During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.
Fairmount Funds Management and Fairmount GP II are each a Delaware limited liability company.
In aggregate, the Reporting Persons have voting and dispositive power over 25,856,918 shares of Common Stock, which is comprised of (a) 9,003,418 shares of Common Stock and (b) 16,853,500 shares of Common Stock issuable upon conversion of 67,414 shares of Series A Preferred Stock. The conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 9.9% of the outstanding Common Stock. On July 10, 2025, the Fund II purchased a total of 2,777,777 shares of Common Stock of the Company for an aggregate of $24,999,993.00 in an underwritten public offering (the "Offering"). The shares were purchased with working capital. Fairmount Funds Management and Fairmount GP II do not own any shares of Common Stock and Series A Preferred Stock directly but are deemed to beneficially own the shares of Common Stock and Series A Preferred Stock held by Fund II. Fairmount Funds Management and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock and Series A Preferred Stock except to the extent of their pecuniary interest therein.
See Items 7-11 of the cover pages above and Item 2.
See Items 7-11 of the cover pages above and Item 2.
The following table lists the Reporting Persons' transaction in Common Stock of the Company that was effected in the sixty day period prior to the filing of this Amendment No. 7: Transaction Purchaser Date Number of Shares Price Per Share Purchase Fund II July 10, 2025 2,777,777 $9.00 The Reporting Persons did not effect any transactions in shares of Series A Preferred Stock in the sixty days prior to the filing of this Amendment No. 7.
Not applicable.
Not applicable.
Fairmount is entitled to a fee for managing and advising Fund II based upon a percentage of the net asset value of Fund II.
Exhibit No. 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on July 10, 2020, File No. 005-90431).