Cogent Biosciences filings document a biotechnology issuer focused on precision therapies for genetically defined diseases. Form 8-K reports record quarterly and annual financial results, bezuclastinib business updates, clinical-data presentations for GIST and Systemic Mastocytosis programs, and Regulation FD disclosures tied to trial results.
The filing record also covers capital-structure and governance matters, including common stock listed on the Nasdaq Global Select Market, a completed offering of 1.625% Convertible Senior Notes due 2031, material agreements such as corporate lease arrangements, and proxy statement items for director elections, auditor ratification and annual meeting voting matters.
Venrock-led investor group reports a 4.2% stake in Cogent Biosciences (COGT) held collectively as of June 30, 2025. The filing lists aggregate beneficial ownership of 4,755,411 shares across seven Venrock-related entities and two individuals, comprised of five limited partnerships and related management/co-investment vehicles. Ownership is split among specific funds: VHCP II (740,049), VHCP Co-Investment II (299,719), VHCP III (2,084,386), VHCP Co-Investment III (208,591) and VHCP EG (1,422,666). The filing states the position was not acquired to change or influence control of the issuer.
Commodore Capital LP and related filers report a 5.5% stake in Cogent Biosciences, Inc. (COGT). The filing shows an aggregate beneficial ownership of 6,408,060 shares as of July 7, 2025, comprised of 3,450,000 directly held shares, 2,352,000 shares underlying Series B Non-Voting Convertible Preferred Stock, and 606,060 shares underlying a warrant, each subject to a 9.99% beneficial ownership limitation. Commodore Capital LP is the investment manager to Commodore Capital Master LP; Michael Kramarz and Robert Egen Atkinson are managing partners exercising investment discretion. The filers state the shares were not acquired to change or influence control of the issuer. The filing includes a joint filing agreement as an exhibit.
Commodore Capital reports beneficial ownership of 5,269,224 shares of Cogent Biosciences common stock, representing 4.6% of the 113,928,492 shares outstanding as of June 30, 2025. The total position includes 2,311,164 issued shares, 2,352,000 shares underlying Series B non-voting convertible preferred stock (subject to a 9.99% beneficial ownership limit) and 606,060 shares underlying a warrant (also subject to a 9.99% limit). Commodore Capital LP acts as investment manager to Commodore Capital Master LP; Michael Kramarz and Robert Egen Atkinson exercise investment discretion. The filing states the securities were not acquired to influence control of the issuer.
Paradigm BioCapital and affiliated persons reported ownership of Common Stock of Cogent Biosciences (COGT). As of the June 30, 2025 reporting date, Paradigm BioCapital Advisors LP, Paradigm BioCapital Advisors GP LLC and Senai Asefaw each report beneficial ownership of 10,352,449 shares, representing 9.1% of the outstanding common stock based on 113,856,454 shares outstanding.
Paradigm BioCapital International Fund Ltd. separately reports ownership of 9,169,832 shares, or 8.1% of the class. The filing states the Adviser manages the Fund and certain accounts, and the Adviser, Adviser GP and Senai Asefaw may be deemed to beneficially own the Fund and Account holdings. The filing affirms these shares were not acquired to change or influence control of the issuer.
Schedule 13G Overview (filed 07/11/2025, event date 07/07/2025)
Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn jointly report beneficial ownership of Cogent Biosciences, Inc. (COGT) common stock.
- Securities class: Common Stock (CUSIP 19240Q201)
- Total shares beneficially owned: 9,053,118
- Percentage of outstanding class: 6.49%
- Voting & dispositive power: All reporting persons share voting and dispositive power over the full 9,053,118 shares; no sole power is reported.
- Reporting persons: Deerfield Mgmt, L.P. (general partner), Deerfield Management Company, L.P. (investment adviser), Deerfield Partners, L.P. (holder of the shares) and James E. Flynn (principal).
- Filing type: Schedule 13G indicates a passive investment intent; the certification expressly states the shares were not acquired to influence control of the issuer.
The filing crosses the 5% ownership threshold, making Deerfield a significant institutional shareholder of Cogent Biosciences. No transactions, purchase prices or changes in ownership levels versus prior periods are disclosed; the document strictly provides current ownership information required under Section 13(d)/(g).