SC 13G/A 1 tm245429d11_sc13ga.htm SC 13G/A

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

COGENT BIOSCIENCES, INC. 

(Name of Issuer)

 

Common Stock, $0.001 par value per share 

(Title of Class of Securities)

 

19240Q201 

(CUSIP Number)

 

December 31, 2023 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b) 
x Rule 13d-1(c) 
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 19240Q201

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Management, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)       ¨

(b)       ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF 5

SOLE VOTING POWER

 

0 

 

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0   

     

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0 

 

WITH: 8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA, PN

 

 

 

 

 

CUSIP No. 19240Q201

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Peter Kolchinsky

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)       ¨

(b)       ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF 5

SOLE VOTING POWER

 

0 

 

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0    

    

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0 

 

WITH: 8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC, IN

 

 

 

 

 

CUSIP No. 19240Q201

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajeev Shah

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)       ¨

(b)       ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF 5

SOLE VOTING POWER

 

0 

 

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0        

 

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0 

 

WITH: 8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC, IN

 

 

 

 

 

CUSIP No. 19240Q201

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RA Capital Healthcare Fund, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)       ¨

(b)       ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF 5

SOLE VOTING POWER

 

0 

 

SHARES

BENEFICIALLY

OWNED BY

 6

SHARED VOTING POWER

 

0 

       

EACH

REPORTING

PERSON

 7

SOLE DISPOSITIVE POWER

 

0 

 

WITH: 8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

  

 

 

 

Item 1(a). Name of Issuer:

 

Cogent Biosciences, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

275 Wyman Street, 3rd Floor, Waltham, Massachusetts, 02451

 

Item 2(a).Names of Persons Filing:

 

The names of the persons filing this report (collectively, the “Reporting Persons”) are: 

RA Capital Management, L.P. (“RA Capital”) 

Peter Kolchinsky 

Rajeev Shah 

RA Capital Healthcare Fund, L.P. (the “Fund”)

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is: 

c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116

 

Item 2(c).Citizenship:

 

RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

 

Item 2(d).Title of Class of Securities:

 

Common Stock, $0.001 par value per share (“Common Stock”)

 

Item 2(e).CUSIP Number:

 

19240Q201

 

Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.Ownership.

 

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following      x.

 

 

 

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 § 240.14a-11.

 

Exhibit List

 

Exhibit 1: Joint filing agreement

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:February 14, 2024 
   
RA CAPITAL MANAGEMENT, L.P. 
   
By:/s/ Peter Kolchinsky 
 Name: Peter Kolchinsky 
 Title: Authorized Signatory 
   
PETER KOLCHINSKY 
  
/s/ Peter Kolchinsky 
  
RAJEEV SHAH 
  
/s/ Rajeev Shah 
  
RA CAPITAL HEALTHCARE FUND, L.P. 
   
By:RA Capital Healthcare Fund GP, LLC 
Its:General Partner 
   
By:/s/ Peter Kolchinsky 
 Name: Peter Kolchinsky 
 Title: Manager 

 

 

 

 

EXHIBIT 1

 

AGREEMENT

 

This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock $0.001 per share of Cogent Biosciences, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

Executed and delivered as of the date first above written.

 

RA CAPITAL MANAGEMENT, L.P. 
   
By:/s/ Peter Kolchinsky 
 Name: Peter Kolchinsky 
 Title: Authorized Signatory 
   
PETER KOLCHINSKY 
  
/s/ Peter Kolchinsky 
  
RAJEEV SHAH 
  
/s/ Rajeev Shah 
  
RA CAPITAL HEALTHCARE FUND, L.P. 
   
By:RA Capital Healthcare Fund GP, LLC 
Its:General Partner 
   
By:/s/ Peter Kolchinsky 
 Name: Peter Kolchinsky 
 Title: Manager