CUSIP No. 19240Q201
| Item 1. |
Security and Issuer |
This Amendment No. 6 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on
July 6, 2020, Amendment No. 1 filed on June 21, 2022, Amendment No. 2 filed on June 13, 2023, Amendment No. 3 filed on February 16, 2024, Amendment No. 4 filed on March 27, 2024 and Amendment No. 5
filed on April 1, 2024 (as amended, the “Statement” or the “Schedule 13D”) by the Reporting Persons with respect to the Common Stock of Cogent Biosciences, Inc. (the “Company”). Unless
otherwise defined herein, capitalized terms used in this Amendment No. 6 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. The address of the
principal executive offices of the Company is 275 Wyman Street, 3rd Floor, Waltham, MA 02451.
| Item 2. |
Identity and Background |
| (a) |
This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited
liability company and Securities and Exchange Commission (“SEC”) registered investment adviser under the Investment Advisers Act of 1940 (“Fairmount Funds Management”); and (2) Fairmount Healthcare Fund II GP
LLC, a Delaware limited liability company (“Fairmount GP II”) (Fairmount Funds Management and Fairmount GP II, collectively, the “Reporting Persons”). |
| (b) |
The principal business address of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken,
PA 19428. |
| (c) |
The principal business of Fairmount Funds Management is to provide discretionary investment management services
to qualified investors through its private pooled investment vehicles, including Fairmount Healthcare Fund II LP (“Fund II”). Fairmount GP II serves as the general partner to Fund II. Fairmount Funds Management has voting and
dispositive power over the Common Stock held by the Fund II, which is deemed shared with Fairmount GP II. Fund II does not have the right to acquire voting or dispositive power over the Common Stock within sixty days. |
| (d)-(e) |
During the last five years, neither of the Reporting Persons (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. |
| (f) |
Fairmount Funds Management and Fairmount GP II are each a Delaware limited liability company.
|
| Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 23,079,141 shares of Common Stock, which is comprised of (a) 6,225,641 shares of
Common Stock and (b) 16,853,500 shares of Common Stock issuable upon conversion of 67,414 shares of Series A Preferred Stock. The conversion of the Series A Preferred Stock is subject to a beneficial ownership limitation of 9.9% of the outstanding
Common Stock.
On June 5, 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 150,000,000 to 300,000,000. Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series B
Non-Voting Convertible Preferred Stock, 1,500 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), held by Fund II were converted into
1,500,000 shares of Common Stock, effective at 5:00 pm ET on June 10, 2024.