SCHEDULE: Commodore Capital Discloses 7.2% Stake in Cogent Biosciences

Commodore Capital LP and its affiliates have reported a 7.2% beneficial ownership stake in Cogent Biosciences, Inc., totaling 10,208,060 shares.

Summary

• Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz collectively reported beneficial ownership of 10,208,060 shares of Cogent Biosciences, Inc. common stock.
• This represents 7.2% of the company's outstanding common stock.
• The ownership includes 7,250,000 shares of common stock, 2,352,000 shares underlying Series B Non-Voting Convertible Preferred Stock, and 606,060 shares underlying a warrant.
• The Series B Non-Voting Convertible Preferred Stock and warrant shares are subject to a 9.99% beneficial ownership limitation.
• The ownership percentage is calculated based on 139,827,662 common shares outstanding as of September 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, plus the convertible and warrant shares.
• The securities were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 240.14a-11.

Sentiment

Score: 7

Explanation: The disclosure of a significant 7.2% stake by an institutional investor like Commodore Capital is generally viewed positively, as it suggests confidence in the company's value or future prospects. The inclusion of convertible preferred stock and warrants further indicates a strategic, potentially long-term interest.

Positives

• A significant institutional investor, Commodore Capital, has taken a 7.2% stake in Cogent Biosciences, potentially signaling confidence in the company's future prospects.
• The investment includes convertible preferred stock and warrants, indicating a strategic, potentially long-term interest in the company's growth.

Risks

• The beneficial ownership of Series B Non-Voting Convertible Preferred Stock and warrants is subject to a 9.99% limitation, which could restrict the immediate conversion of all potential shares if it exceeds this threshold.

Future Outlook

This filing does not contain forward-looking statements or guidance from the issuer, as it is a disclosure of beneficial ownership by an external entity.

Management Comments

• 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 Rule 240.14a-11.

Industry Context

The filing indicates a significant investment by Commodore Capital in Cogent Biosciences, a company likely operating in the biotechnology or pharmaceutical sector given its name. Such investments by institutional funds are common in growth-oriented industries, reflecting potential confidence in a company's pipeline or market position.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor could be seen as a positive signal, potentially increasing investor confidence and liquidity.
• Company Management: The presence of a large, active investor like Commodore Capital may lead to increased scrutiny or engagement regarding strategic decisions, although the filing states the acquisition is not for influencing control.

Key Dates

Recommendation

While the disclosure of a significant institutional stake by Commodore Capital is a positive signal, a Schedule 13G filing primarily reports ownership and does not provide sufficient fundamental or operational details to warrant a 'buy' or 'strong buy' recommendation. Investors should 'hold' and await further financial or strategic updates from Cogent Biosciences to make a more informed decision, using this filing as an indicator of institutional interest.

Keywords

Cogent Biosciences, Commodore Capital, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Stock, Convertible Preferred Stock, Warrants, Biotechnology, SEC Filing