[SCHEDULE 13G/A] Cogent Biosciences, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of material stakes: The filing clearly reports >5% holdings by Paradigm BioCapital entities and an affiliated fund.
• Compliance with 13G requirements: Includes required identities, addresses, beneficial ownership amounts, and the passive acquisition certification.
• Quantified holdings: Specific share counts and percentage ownership are provided using the issuer's reported outstanding shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material >5% stake disclosure that signals a meaningful institutional position but does not indicate a change in control.

The Schedule 13G/A shows Paradigm BioCapital and related entities hold single-digit but material stakes in COGT: 9.1% reported by the Adviser/Adviser GP/individual and 8.1% by the international fund. These positions are reported as passive under a 13G filing and the certification states shares were not acquired to influence control. For investors, the filing documents concentrated ownership that could affect liquidity and signal institutional interest without immediate governance actions. All figures reference 113,856,454 shares outstanding as of March 31, 2025 per the issuer's prospectus supplement.

Corporate Governance Expert

TL;DR: Disclosure is standard for a passive institutional holder exceeding the 5% threshold and contains required relationships and addresses.

The filing properly identifies the reporting persons, their organizational jurisdictions, principal offices, and the chain of control: Adviser as manager, Adviser GP as general partner, and Senai Asefaw as managing member. The Schedule asserts no intent to change control and provides the certification required for a 13G. This is a routine, compliant disclosure that clarifies who may be deemed to beneficially own the shares for governance notice and proxy consideration.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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

Paradigm BioCapital Advisors 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 10,352,449.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,352,449.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,352,449.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Paradigm BioCapital Advisors GP 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 10,352,449.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,352,449.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,352,449.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited liability company

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Senai Asefaw, M.D.

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 10,352,449.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,352,449.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,352,449.00

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)

9.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Paradigm BioCapital International Fund Ltd.

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 9,169,832.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,169,832.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,169,832.00

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)

8.1 %

12

Type of Reporting Person (See Instructions)

CO

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: This Schedule 13G is filed by the following (the "Reporting Persons"): (1) Paradigm BioCapital Advisors LP (the "Adviser"); (2) Paradigm BioCapital Advisors GP LLC (the "Adviser GP"); (3) Senai Asefaw, M.D. ("Senai Asefaw"); and (4) Paradigm BioCapital International Fund Ltd. (the "Fund"). The Fund is a private investment vehicle. The Fund and one or more separately managed accounts managed by the Adviser (the "Account") directly beneficially own the Common Stock reported in this statement. The Adviser is the investment manager of the Fund and the Account. The Adviser GP is the general partner of the Adviser. Senai Asefaw is the managing member of the Adviser GP. The Adviser, the Adviser GP and Senai Asefaw may be deemed to beneficially own the Common Stock directly beneficially owned by the Fund and the Account. Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business office of the Fund is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The principal business office of the Adviser, the Adviser GP and Senai Asefaw is 767 Third Avenue, 17th Floor, New York, NY 10017.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(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 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on June 30, 2025, the Date of Event which requires the filing of this Schedule 13G.
(b)	Percent of class: See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 113,856,454 shares of Common Stock outstanding as of March 31, 2025 as reported by the Issuer in its Prospectus Supplement filed with the SEC on July 9, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each Reporting Person.
Item 5.	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.

Paradigm BioCapital Advisors LP

Signature:	/s/ David K. Kim
Name/Title:	David K. Kim / Authorized Signatory
Date:	08/14/2025

Paradigm BioCapital Advisors GP LLC

Signature:	/s/ David K. Kim
Name/Title:	David K. Kim / Authorized Signatory
Date:	08/14/2025

Senai Asefaw, M.D.

Signature:	/s/ Senai Asefaw, M.D.
Name/Title:	N/A
Date:	08/14/2025

Paradigm BioCapital International Fund Ltd.

Signature:	/s/ David K. Kim
Name/Title:	David K. Kim / Authorized Signatory
Date:	08/14/2025

FAQ

How many Cogent Biosciences (COGT) shares does Paradigm BioCapital report owning?

10,352,449 shares reported by Paradigm BioCapital Advisors LP/GP and Senai Asefaw, representing 9.1% of the outstanding common stock.

What stake does Paradigm BioCapital International Fund Ltd. hold in COGT?

9,169,832 shares, representing 8.1% of Cogent Biosciences' common stock.

On what share count are the percentage ownership figures based?

Percentages are based on 113,856,454 shares outstanding as of March 31, 2025, per the issuer's prospectus supplement.

Does the filing indicate Paradigm intends to change or influence control of Cogent Biosciences?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control.

What reporting date triggered this Schedule 13G/A for COGT?

The Date of Event requiring the filing is June 30, 2025.