SCHEDULE: Commodore Capital Reduces Cogent Biosciences Stake

Commodore Capital LP and Commodore Capital Master LP have reduced their beneficial ownership in Cogent Biosciences, Inc. to 4.6% of common stock.

Summary

• Commodore Capital LP and Commodore Capital Master LP filed an Amendment No. 5 to Schedule 13G, updating their beneficial ownership in Cogent Biosciences, Inc.
• Beneficial ownership totals 5,269,224 shares of Cogent Biosciences, Inc. common stock.
• This represents 4.6% of the outstanding common stock of Cogent Biosciences, Inc.
• The ownership comprises 2,311,164 common shares, 2,352,000 shares underlying Series B non-voting convertible preferred stock, and 606,060 shares underlying a warrant.
• Both the preferred stock and warrant are subject to a beneficial ownership limitation of 9.99%.
• The ownership percentage is calculated based on 113,928,492 common shares reported as issued and outstanding by Cogent Biosciences, Inc. as of June 30, 2025, in its Quarterly Report on Form 10-Q filed on August 5, 2025.
• The securities were not acquired and are not held for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 4

Explanation: The filing indicates a reduction in a significant investor's stake below the 5% threshold, which can be perceived negatively by the market, suggesting a less favorable view or reallocation of capital by the investor.

Negatives

• Commodore Capital LP and Commodore Capital Master LP have reduced their beneficial ownership in Cogent Biosciences, Inc. to 4.6% of the common stock, indicating a divestment that brought their stake below the 5% threshold for initial Schedule 13G filing.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Disclosure of a significant investor reducing their stake may influence investor sentiment and share price.

Key Dates

Recommendation

The filing indicates that a significant institutional investor, Commodore Capital, has reduced its stake in Cogent Biosciences, Inc. to below 5%. While this is not a complete exit, the reduction from a previously larger position (implied by an Amendment No. 5 to a 13G) could signal a less favorable outlook from this investor or a reallocation of capital. Investors should monitor future filings and the company's operational performance, but this specific filing alone does not provide sufficient fundamental information to warrant a 'sell' or 'buy' recommendation, hence a 'hold' is appropriate to observe further developments.

Keywords

Cogent Biosciences, Commodore Capital, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, Biotechnology, Investment Management