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

Rhea-AI Filing Summary

Schedule 13G Overview (filed 07/11/2025, event date 07/07/2025)

Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and James E. Flynn jointly report beneficial ownership of Cogent Biosciences, Inc. (COGT) common stock.

• Securities class: Common Stock (CUSIP 19240Q201)
• Total shares beneficially owned: 9,053,118
• Percentage of outstanding class: 6.49%
• Voting & dispositive power: All reporting persons share voting and dispositive power over the full 9,053,118 shares; no sole power is reported.
• Reporting persons: Deerfield Mgmt, L.P. (general partner), Deerfield Management Company, L.P. (investment adviser), Deerfield Partners, L.P. (holder of the shares) and James E. Flynn (principal).
• Filing type: Schedule 13G indicates a passive investment intent; the certification expressly states the shares were not acquired to influence control of the issuer.

The filing crosses the 5% ownership threshold, making Deerfield a significant institutional shareholder of Cogent Biosciences. No transactions, purchase prices or changes in ownership levels versus prior periods are disclosed; the document strictly provides current ownership information required under Section 13(d)/(g).

Positive

• Deerfield entities collectively hold 9,053,118 shares, amounting to 6.49% of COGT’s outstanding stock, introducing a sizable, research-driven institutional investor into the share register.

Negative

• None.

Insights

Securities Analyst

TL;DR: Deerfield reports a 6.49% passive stake in COGT, signalling notable institutional interest but no control intent.

This Schedule 13G makes Deerfield one of Cogent Biosciences’ largest disclosed shareholders, with more than nine million shares. While the filing does not reveal when or at what prices the shares were accumulated, the size alone is material: surpassing the 5% threshold often draws additional analyst and governance attention. Because the form 13G (as opposed to 13D) certifies a passive stance, investors should not expect activist action. Nonetheless, Deerfield’s biotechnology focus may be perceived positively by the market as a vote of confidence in Cogent’s pipeline. With no financial metrics or structural changes announced, the immediate valuation impact is likely limited to sentiment rather than fundamentals.

Corporate Governance Expert

TL;DR: Filing adds a new 6.49% holder but affirms no intent to influence control; governance risk remains low.

Governance-wise, the joint filers clearly state they are not seeking to influence management, satisfying the SEC’s passive investment criteria. Shared voting and dispositive power within the Deerfield complex centralises 6.49% of Cogent’s votes, yet this is below any blocking threshold and does not by itself grant board influence. Because all shares are held in a single limited partnership, coordination risk is minimal and disclosure appears complete; each entity’s role—general partner, adviser, limited partner and individual—is spelled out. Overall impact: informational and modestly positive, highlighting an engaged biotech investor without raising immediate control concerns.

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

(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

Deerfield Mgmt, 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 9,053,118.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,053,118.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,053,118.00

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)

6.49 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Deerfield Management Company, 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 9,053,118.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,053,118.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,053,118.00

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)

6.49 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P. of which Deerfield Management Company, L.P. is the investment advisor.

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

Deerfield Partners, 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 9,053,118.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,053,118.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,053,118.00

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)

6.49 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 19240Q201

1

Names of Reporting Persons

James E. Flynn

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 9,053,118.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,053,118.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,053,118.00

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)

6.49 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Comprised of shares of common stock held by Deerfield Partners, L.P.

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: James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P.
(b)	Address or principal business office or, if none, residence: James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010
(c)	Citizenship: Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships; James E. Flynn - United States citizen
(d)	Title of class of securities: Common Stock
(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: Deerfield Mgmt, L.P. - 9,053,118 shares Deerfield Management Company, L.P. - 9,053,118 shares Deerfield Partners, L.P. - 9,053,118 shares James E. Flynn - 9,053,118 shares
(b)	Percent of class: Deerfield Mgmt, L.P. - 6.49% Deerfield Management Company, L.P. - 6.49% Deerfield Partners, L.P. - 6.49% James E. Flynn - 6.49%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: All Reporting Persons - 0
	(ii) Shared power to vote or to direct the vote: Deerfield Mgmt, L.P. - 9,053,118 Deerfield Management Company, L.P. - 9,053,118 Deerfield Partners, L.P. - 9,053,118 James E. Flynn - 9,053,118
	(iii) Sole power to dispose or to direct the disposition of: All Reporting Persons - 0
	(iv) Shared power to dispose or to direct the disposition of: Deerfield Mgmt, L.P. - 9,053,118 Deerfield Management Company, L.P. - 9,053,118 Deerfield Partners, L.P. - 9,053,118 James E. Flynn - 9,053,118
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit B
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.

Deerfield Mgmt, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/11/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/11/2025

Deerfield Partners, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/11/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-In-Fact
Date:	07/11/2025

Exhibit Information

Exhibit A. Joint Filing Agreement. Exhibit B. Item 8 Statement. Exhibit C. Power of Attorney (1). (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.

FAQ

How many Cogent Biosciences (COGT) shares does Deerfield own according to the Schedule 13G?

The filing lists 9,053,118 common shares beneficially owned by Deerfield-related entities.

What percentage of Cogent Biosciences’ outstanding stock does Deerfield’s stake represent?

Deerfield’s stake equals 6.49% of the outstanding common stock class.

Is Deerfield seeking control of Cogent Biosciences?

No. By filing on Schedule 13G, Deerfield certifies the shares are held for passive investment, not to influence control.

Who are the reporting persons in this Schedule 13G for COGT?

Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P., and James E. Flynn.

What is the CUSIP number for Cogent Biosciences common stock?

The CUSIP number disclosed is 19240Q201.