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.
Positive
Transparent aggregated disclosure of a 4,755,411-share position representing 4.2% of COGT, improving investor visibility
Passive investor classification and an explicit certification that the holdings are not intended to change or influence control
Negative
No sole voting power
Stake is under 5% (4.2%), so holding is modest and unlikely to materially shift control or strategy
Insights
TL;DR: A coordinated Venrock group holds a modest, disclosed 4.2% stake in COGT with shared voting/dispositive power; impact appears limited.
The Schedule 13G/A shows a combined 4,755,411-share position representing 4.2% of common stock based on 113,856,454 shares outstanding. Holdings are distributed across multiple Venrock funds and co-investment vehicles, with shared voting and dispositive power reported and no sole control. Because the group filed on Schedule 13G
TL;DR: Group ownership is aggregated and managed via multiple entities; governance influence is likely constrained by shared voting and passive filing status.
The filing identifies Venrock management entities and two named individuals as voting members of the management vehicles, clarifying the governance chain. All reporting persons show 0 sole voting power and identical shared voting/dispositive power figures, indicating coordinated but non-controlling influence. The Schedule 13G/A classification and explicit certification against seeking to change control reduce immediate governance risk for Cogent stakeholders, though the presence of multiple affiliated funds concentrating ~4.2% warrants disclosure monitoring.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Cogent Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(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
Venrock Healthcare Capital Partners II, L.P.
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
VHCP Co-Investment Holdings II, LLC
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
VHCP Management II, LLC
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
VHCP Management III, LLC
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
VHCP Management EG, LLC
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
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Nimish Shah
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Bong Y. Koh
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,755,411.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,755,411.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,755,411.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
IN
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, MA, 02451.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners II, L.P. ("VHCP II")
VHCP Co-Investment Holdings II, LLC ("VHCP Co-Investment II")
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management II, LLC ("VHCP Management II")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 740,049 shares of Common Stock held by VHCP II, (ii) 299,719 shares of Common Stock held by VHCP Co-Investment II, (iii) 2,084,386 shares of Common Stock held by VHCP III, (iv) 208,591 shares of Common Stock held by VHCP Co-Investment III, and (v) 1,422,666 shares of Common Stock held by VHCP EG.
VHCP Management II is the general partner of VHCP II and the manager of VHCP Co-Investment II. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management II, VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 113,856,454 shares of the Issuer's Common Stock outstanding as of May 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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.
Venrock Healthcare Capital Partners II, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management II, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Co-Investment Holdings II, LLC
Signature:
s/ Sherman G. Souther
Name/Title:
By VHCP Management II, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management II, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Exhibit Information
Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on July 20, 2020)
Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on July 20, 2020)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 14, 2024)
