[SCHEDULE 13G/A] Cogent Biosciences, Inc. Amended Passive Investment Disclosure
Commodore Capital reports 1.8% Cogent Biosciences stake
Cogent Biosciences, Inc. received an updated ownership report from investment manager Commodore Capital LP and related filers on their holdings of Cogent’s common stock.
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Cogent Biosciences, Inc. received an updated ownership report from investment manager Commodore Capital LP and related filers on their holdings of Cogent’s common stock. As of December 31, 2025, the filers may be deemed to beneficially own 2,802,905 shares of common stock, representing 1.8% of the outstanding class.
The position consists of 2,196,845 common shares plus 606,060 additional shares that are issuable upon exercise of a warrant, which is subject to a 9.99% beneficial ownership limitation. The filing is made on Schedule 13G/A, and the filers certify that the securities are not held for the purpose of changing or influencing control of Cogent Biosciences.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Cogent Biosciences (COGT) does Commodore Capital report?
Commodore Capital and related filers report beneficial ownership of 2,802,905 Cogent Biosciences shares, equal to 1.8% of the common stock. This figure combines existing common shares with shares that could be issued from a warrant, subject to its ownership cap.
How many Cogent Biosciences (COGT) shares are held directly versus via warrants?
The filers report 2,196,845 Cogent Biosciences common shares plus 606,060 shares underlying a warrant. Those warrant shares are only issuable up to a 9.99% beneficial ownership limitation, which restricts how much of the company they can own at any one time.
What is the beneficial ownership percentage reported for Cogent Biosciences (COGT)?
The filing states that the filers beneficially own 1.8% of Cogent Biosciences’ common stock. This percentage is calculated using the company’s reported outstanding shares, additional shares from a public offering, and the warrant shares counted within the ownership limit.
Who are the reporting persons in this Cogent Biosciences (COGT) Schedule 13G/A?
The reporting persons are Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. Commodore Capital LP acts as investment manager to Commodore Capital Master LP, while Atkinson and Kramarz are managing partners exercising investment discretion over the reported securities.
Is Commodore Capital’s Cogent Biosciences (COGT) stake reported as passive or for control purposes?
The filers certify that the Cogent Biosciences securities were not acquired and are not held to change or influence control of the issuer. They also state the holdings are not connected with any transaction intended to affect control, other than possible nomination activities under specified rules.
What limits apply to Commodore Capital’s Cogent Biosciences (COGT) warrant position?
The warrant underlying 606,060 Cogent Biosciences shares is subject to a 9.99% beneficial ownership limitation. This cap prevents the filers from exercising the warrant to the extent such exercise would cause their ownership percentage to exceed 9.99% of the outstanding common stock.
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison
Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland
House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
19240Q201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of December 31, 2025, the Firm may be deemed to beneficially own an aggregate of 2,802,905 shares Common Stock, $0.001 par value per share (the "Common Stock"), of Cogent Biosciences, Inc. (the "Issuer"), consisting of (i) 2,196,845 shares of Common Stock, and (ii) 606,060 shares of Common Stock underlying a warrant which is subject to a beneficial ownership limitation of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on (i) 142,376,529 shares of Common Stock outstanding as of November 5, 2025, as reported in the Company's most recent Quarterly Report on Form 10-Q and (ii) 11,129,033 shares of Common Stock sold in the Company's underwritten public offering, as reported in the Issuer's Rule 424(b)(5) Prospectus Supplement filed on November 12, 2025, plus 606,060 shares of Common Stock which the Filers may acquire upon the exercise of the warrants, subject to the beneficial ownership limitation of 9.99%.
(b)
Percent of class:
See Item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
