Fairmount Funds Boosts Cogent Biosciences Stake to 11.4%

TL;DR

Fairmount Funds now owns 11.4% of Cogent Biosciences after filing an amendment. Big player increasing its bet.

AI Summary

Fairmount Funds Management LLC, through its affiliate Fairmount Healthcare Fund II GP LLC, has amended its Schedule 13D filing regarding Cogent Biosciences, Inc. as of June 13, 2024. The filing indicates a change in beneficial ownership, with Fairmount Funds Management LLC now holding 10,000,000 shares of common stock, representing approximately 11.4% of the outstanding shares. This amendment reflects a shift in their stake in the pharmaceutical company.

Why It Matters

This filing signals a significant increase in ownership by a major shareholder, potentially influencing Cogent Biosciences' strategic decisions and future stock performance.

Risk Assessment

Risk Level: medium — Increased stake by a significant investor can lead to volatility and potential shifts in company control or strategy.

Key Numbers

• 10,000,000 — Shares Owned (Represents the total number of Cogent Biosciences shares held by Fairmount Funds Management LLC.)
• 11.4% — Ownership Stake (Indicates the percentage of Cogent Biosciences' outstanding common stock beneficially owned by Fairmount Funds Management LLC.)

Key Players & Entities

• Fairmount Funds Management LLC (company) — Filing entity
• Fairmount Healthcare Fund II GP LLC (company) — Affiliate of filing entity
• Cogent Biosciences, Inc. (company) — Subject company
• 10,000,000 (dollar_amount) — Number of shares owned
• 11.4% (dollar_amount) — Percentage of outstanding shares owned
• June 13, 2024 (date) — Filing date
• Ms. Erin O'Connor (person) — Contact person for Fairmount Funds Management LLC

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti

Filing Documents

• d844072dsc13da.htm (SC 13D/A) — 50KB
• 0001193125-24-160264.txt ( ) — 52KB

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) 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 Companys stockholders approved an amendment to the Companys 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. 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) Other than the conversion of Series B Preferred Stock to Common Stock described herein, the Reporting Persons did not effect any transactions in securities of the Company during the sixty day period prior to the filing of this Amendment No. 6. (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).

SIGNATURES

SIGNATURES 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. Date: June 13, 2024. FAIRMOUNT FUNDS MANAGEMENT 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

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View this SC 13D/A filing on SEC EDGAR