SCHEDULE 13G/A: Venrock Healthcare Capital Partners Amends Cogent Biosciences Stake, Correcting Prior Overstatement

Venrock Healthcare Capital Partners has filed an amended Schedule 13G for Cogent Biosciences, Inc., correcting a clerical error that previously overstated their beneficial ownership to 5.8% as of September 30, 2024.

Summary

• This is Amendment No. 6 to Schedule 13G filed by Venrock Healthcare Capital Partners and related entities regarding their beneficial ownership in Cogent Biosciences, Inc.
• The primary purpose of this amendment is to correct a clerical error in the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024.
• The corrected aggregate beneficial ownership for the Reporting Persons is 6,446,917 shares of Cogent Biosciences, Inc. Common Stock.
• This corrected amount represents 5.8% of the class of securities, calculated based on 109,450,463 shares outstanding as of August 2, 2024, plus 762,750 shares of common stock issuable upon conversion of Series A preferred stock held by the Reporting Persons.
• The beneficial ownership includes both common stock and shares issuable upon conversion of Series A non-voting convertible preferred stock held across various Venrock Healthcare Capital Partners entities, including Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, and Venrock Healthcare Capital Partners EG, L.P.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the document is purely administrative, correcting a past clerical error in beneficial ownership reporting. It does not reflect positively or negatively on the company's operations or financial performance.

Future Outlook

This filing is an amendment to correct historical beneficial ownership data and does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Schedule 13G amendment is a routine regulatory filing by an institutional investor group, Venrock Healthcare Capital Partners, to update their reported stake in a biotechnology company, Cogent Biosciences. Such filings are common for significant shareholders and primarily serve to ensure transparency in ownership structures, rather than reflecting specific industry trends or competitive dynamics.

Related Party Transactions

• The reporting persons, including various Venrock Healthcare Capital Partners entities and their managing members (Nimish Shah and Bong Y Koh), are identified as a group for the purposes of this Schedule 13G, indicating their coordinated beneficial ownership.

Stakeholder Impact

• Shareholders: Provides corrected and more accurate information regarding a significant institutional investor's stake, improving transparency.
• Regulatory Authorities: Ensures compliance with SEC reporting requirements by correcting previously filed data.

Key Dates

Keywords

Cogent Biosciences, Venrock Healthcare Capital Partners, Schedule 13G, Beneficial Ownership, SEC Filing, Ownership Amendment, Clerical Error, Institutional Investor, Biotechnology