Cogent Biosciences, Inc.
9.90%
16,261,918
1622229
19240Q201
Jan 21, 2026
Jan 22, 2026, 08:02 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% | 16,261,918 | 0 | 16,261,918 |
| Fairmount Healthcare Fund II GP LLC | Other | 9.90% | 16,261,918 | 0 | 16,261,918 |
Disclosure Items (3)
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. 9 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 9 is incorporated by reference herein. In aggregate, the Reporting Persons have voting and dispositive power over 16,261,918 shares of Common Stock, which is comprised of (a) 5,503,418 shares of Common Stock and (b) 10,758,500 shares of Common Stock currently issuable upon conversion of 43,034 shares of Series A Preferred Stock, reflecting the beneficial ownership limitation of 9.9% of the outstanding Common Stock. In total, the Reporting Persons currently own 67,414 shares of Series A Preferred Stock.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: On January 22, 2026, Fund II sold in a block trade a total of 3,500,000 shares of Common Stock at a price of $36.40 per share.
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC on November 17, 2025)