Cogent Biosciences, Inc.
9.90%
15,877,418
1622229
19240Q201
Nov 12, 2025
Nov 17, 2025, 04:36 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% | 15,877,418 | 0 | 15,877,418 |
| Fairmount Healthcare Fund II GP LLC | Other | 9.90% | 15,877,418 | 0 | 15,877,418 |
Disclosure Items (4)
Common Stock, $0.001 par value
Cogent Biosciences, Inc.
275 Wyman Street, Waltham, MA, 02451
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.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 8 is incorporated by reference herein.
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.
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).