Cogent Biosciences, Inc.
8.60%
15,356,918
1622229
Mar 30, 2026
Mar 31, 2026, 09:30 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 | 8.60% | 15,356,918 | 0 | 15,356,918 |
| Fairmount Healthcare Fund II GP LLC | Other | 8.60% | 15,356,918 | 0 | 15,356,918 |
Disclosure Items (4)
Common Stock, $0.001 par value
Cogent Biosciences, Inc.
275 Wyman Street, Waltham, MA, 02451
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On March 31, 2026, Fund II delivered to the Company a notice of conversion pursuant to Section 6.4 of the Certificate of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the "Certificate of Designations") to convert 28,000 shares of Series A Preferred Stock into 7,000,000 shares of Common Stock, in accordance with the terms of the Certificate of Designations. The conversion was effected for no cash consideration pursuant to the Certificate of Designations.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 10 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 10 is incorporated by reference herein. In aggregate, the Reporting Persons have voting and dispositive power over 15,356,918 shares of Common Stock, which is comprised of (a) 5,503,418 shares of Common Stock and (b) 9,853,500 shares of Common Stock currently issuable upon conversion of 39,414 shares of Series A Preferred Stock.
Item 5(c) of the Schedule 13D is hereby supplemented as follows: On March 31, 2026, Fund II sold in a block trade a total of 7,000,000 shares of Common Stock at a price of $34.66 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)