Fairmount Funds Amends Cogent Biosciences Stake

TL;DR

**Fairmount Funds just updated their stake in Cogent Biosciences, signaling a potential shift in their investment strategy.**

AI Summary

Fairmount Funds Management LLC, along with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC, filed an Amendment No. 3 to Schedule 13D on February 16, 2024, regarding their beneficial ownership in Cogent Biosciences, Inc. The filing indicates a change in their holdings of Cogent Biosciences' Common Stock, $0.001 par value, CUSIP 19240Q201. This amendment updates their previously reported ownership position in the pharmaceutical preparations company.

Why It Matters

This filing signals a change in a significant institutional investor's position in Cogent Biosciences, which could influence market perception and future stock performance.

Risk Assessment

Risk Level: low — This is an amendment to a Schedule 13D, indicating a change in beneficial ownership, which is a routine disclosure and not inherently high-risk.

Key Players & Entities

• Fairmount Funds Management LLC (company) — Filing entity
• Cogent Biosciences, Inc. (company) — Subject company
• Fairmount Healthcare Fund GP LLC (company) — Group member
• Fairmount Healthcare Fund II GP LLC (company) — Group member
• February 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $19,999,995.00 — ck from the Company for an aggregate of $19,999,995.00 in a private placement transaction (the

Filing Documents

• d793463dsc13da.htm (SC 13D/A) — 75KB
• 0001193125-24-038694.txt ( ) — 77KB

of the Statement is hereby amended and supplemented as follows

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) 4,725,641 shares of Common Stock , (b) 16,853,500 shares of Common Stock issuable upon conversion of 67,414 shares of Series A Preferred Stock and (c) 1,500,000 shares of Common Stock issuable upon conversion of 1,500 shares of Series B Preferred Stock. The conversion of the Series A Preferred Stock and Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99% and 19.9% of the outstanding Common Stock respectively. On February 16, 2024, the Reporting Persons purchased a total of 1,166,666 shares of Common Stock and 1,500 shares of Series B Preferred Stock from the Company for an aggregate of $19,999,995.00 in a private placement transaction (the Private Placement). The shares were purchased with working capital. Fairmount Funds Management, Fairmount GP and Fairmount GP II do not own any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock directly but are deemed to beneficially own the shares Common Stock, Series A Preferred Stock and Series B Preferred Stock held by the Clients. Fairmount Funds Management, Fairmount GP and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock except to the extent of their pecuniary interest therein. Item4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The Reporting Persons acquired the shares of Common Stock and Series B Preferred Stock referred to in Item 3 for investment purposes and not with an intent, purpose or effect of changing control of the Company. Registration Rights Agreement On February 13, 2024, the Company and the purchasers in the Private Placement, including Fund II (the Purchasers ), entered into a registration rights agreement (the Registration Rights Agreement ), pursuant to which, among other things, the Company agreed to provide for the registration and resale of the shares of Common Stock and shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock that were purchased by the Purchasers in the Private Placement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item5. Interest in Securities of the Company

is hereby amended and supplemented as follows

Item 5 is hereby amended and supplemented as follows: (a) and (b) See Items 7-11 of the cover pages above and Item 2. (c) The following table lists the Reporting Persons transactions in securities of the Company that were effected during the sixty day period prior to the filing of this Amendment No. 3: Transaction Purchaser Date Share Amount Price Per Share Purchase Fund II 2/16/2024 1,166,666 shares of Common Stock $ 7.50 Purchase Fund II 2/16/2024 1,500 shares of Series B Preferred Stock $ 7,500.00 (d) Not applicable. (e) Not applicable. Item7. Material to be Filed as Exhibits Exhibit No. Description 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on July 10, 2020, File No. 005-90431). 99.2 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Companys Form 8-K filed with the SEC on February 14, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement February 16, 2024. FAIRMOUNT FUNDS MANAGEMENT LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND GP LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND II GP LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member

View Full Filing

View this SC 13D/A filing on SEC EDGAR