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.
Positive
None.
Negative
None.
Insights
TL;DR: A reported 5.5% stake by an investment manager is material but presented as non-control; watch ownership composition and derivative components.
Commodore reports beneficial ownership equal to 5.5% of common stock based on 113,928,492 issued shares plus convertible preferred and warrant equivalents. The position combines outright shares and securities exercisable into common stock, which can affect dilution and voting calculations. The filing clarifies investment discretion rests with the Firms managing partners and asserts no intent to influence control, consistent with a Schedule 13G rather than a 13D. For investors this is a notable institutional stake but the filing contains no transactions, timing details of purchases, or strategic plans.
The Schedule 13G classification and the signed certification indicate the filers claim passive investor status and deny intent to change control. Shared voting and dispositive power are disclosed, which implies coordinated oversight by the Firm and its principals. The presence of convertible preferred and warrants in the beneficial count is important for governance modeling because exercise limitations and anti-accumulation caps (9.99%) are explicitly noted. No director nominations or engagement commitments are disclosed in this filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cogent Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
19240Q201
(CUSIP Number)
07/07/2025
(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
6,408,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,408,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,408,060.00
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)
5.5 %
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
6,408,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,408,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,408,060.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Robert Egen Atkinson
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
6,408,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,408,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,408,060.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
19240Q201
1
Names of Reporting Persons
Michael Kramarz
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
6,408,060.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,408,060.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,408,060.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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
(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 July 7, 2025, the Firm may be deemed to beneficially own an aggregate of 6,408,060 shares Common Stock, $0.001 Par Value per share (the "Common Stock"), of Cogent Biosciences, Inc. (the "Issuer"), consisting of (i) 3,450,000 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, plus 2,352,000 shares of Common Stock underlying Series B Non-Voting Convertible Preferred Stock and 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.
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.
