Commodore Capital Holds 5.27M COGT Shares Including Convertible Preferred and Warrant

Rhea-AI Filing Summary

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.

Positive

• Transparent breakdown of the position into issued shares, Series B convertible preferred and warrant exposure
• Clear manager identification showing who exercises investment discretion (Michael Kramarz and Robert Egen Atkinson)
• Statement of non-control intent clarifies the position is not held to influence issuer control

Negative

• Convertible preferred and warrant components create potential future dilution or conversion optionality
• Position size (4.6%) is close to common market attention thresholds, which could draw scrutiny if increased

Insights

Financial Analyst

TL;DR: A 4.6% stake is a visible, but non-controlling, position composed of stock, convertible preferred exposure and a warrant.

The disclosed 4.6% holding is modest relative to total float and falls below common 5% thresholds that often trigger heightened market attention or control concerns. The position’s composition—issued shares plus convertible preferred and a warrant—creates potential future dilution or conversion optionality, but both derivative components are capped by 9.99% beneficial ownership limits, limiting immediate control implications. Because the filing affirms no intent to influence control and the manager structure centralizes voting/disposition decisions, this appears to be a strategic investment position rather than an activist stake. Materiality is limited for valuation or control purposes at current levels.

Corporate Governance Expert

TL;DR: Disclosure is complete and indicates no change-of-control intent; ownership structure centralizes decision-making with the investment manager.

The Schedule 13G/A identifies Commodore Capital LP as investment manager to Commodore Capital Master LP and names the managing partners who exercise investment discretion, which clarifies voting authority and fiduciary accountability. The filing’s certification that the securities were not acquired to change control reduces governance concern. The inclusion of convertible preferred and warrant exposures warrants monitoring because conversion or exercise terms could change voting dynamics over time, but the stated 9.99% limits constrain immediate governance impact. Overall, this is routine disclosure of a minority stake with no present governance escalation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Cogent Biosciences, Inc.

(Name of Issuer)

Common stock, $0.001 Par Value

(Title of Class of Securities)

19240Q201

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Commodore Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,269,224.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,269,224.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,269,224.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Commodore Capital Master LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,269,224.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,269,224.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,269,224.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cogent Biosciences, Inc.
(b)	Address of issuer's principal executive offices: 275 Wyman Street, 3rd Floor, Waltham, MASSACHUSETTS, 02451.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP 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
(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. Commodore Capital LP (the "Firm") is the investment manager to Commodore Capital Master LP. As of June 30, 2025, the Firm may be deemed to beneficially own an aggregate of 5,269,224 shares of Common Stock, $0.001 Par Value per share (the "Common Stock"), of Cogent Biosciences, Inc. (the "Issuer"), consisting of (i) 2,311,164 shares of Common stock, (ii) 2,352,000 shares of Common Stock underlying Series B non-voting convertible preferred stock, which is subject to a beneficial ownership limitation of 9.99%, and (iii) 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 113,928,492 Common Shares reported as issued and outstanding as of June 30, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2025.
(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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	08/14/2025

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/14/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many Cogent Biosciences (COGT) shares does Commodore Capital beneficially own?

Commodore Capital reports beneficial ownership of 5,269,224 shares, representing 4.6% of outstanding common stock.

What composes the 5,269,224-share position in COGT?

The position includes 2,311,164 issued shares, 2,352,000 shares underlying Series B non-voting convertible preferred stock, and 606,060 shares underlying a warrant.

Does Commodore Capital intend to influence control of COGT?

The filing certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who exercises voting and investment discretion for the reported COGT position?

Michael Kramarz and Robert Egen Atkinson are named as the managing partners who exercise investment discretion over the securities.

On what share count is the 4.6% ownership based?

The percentage is based on 113,928,492 common shares reported as issued and outstanding as of June 30, 2025.