UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
COGENT BIOSCIENCES, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
19240Q201
(CUSIP Number)
August
24,
2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
3,612,207
|
|
7 |
SOLE DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
3,612,207
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,207
|
|
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
5.49%
|
|
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
3,612,207
|
|
7 |
SOLE DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
3,612,207
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,207
|
|
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
5.49%
|
|
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
3,612,207
|
|
7 |
SOLE DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
3,612,207
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,207
|
|
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
5.49%
|
|
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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING POWER
0
|
|
6 |
SHARED VOTING POWER
3,612,207
|
|
7 |
SOLE DISPOSITIVE POWER
0
|
|
8 |
SHARED DISPOSITIVE POWER
3,612,207
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,207
|
|
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
5.49%
|
|
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: |
200 Cambridge Park Drive, Suite 2500, Cambridge, Massachusetts,
02140
|
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
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”)
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.
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. The ownership percentages
reported are based on 65,758,266 total shares of Common Stock, as
reported in the Issuer’s Prospectus with the Securities and
Exchange Commission on August 09, 2022.
The Fund directly holds 3,612,207 shares of Common Stock.
RA Capital
Healthcare Fund GP, LLC is the general partner of the Fund. The
general partner of RA Capital is RA Capital Management GP, LLC, of
which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA
Capital serves as investment adviser for the Fund and may be
deemed a beneficial owner, for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the “Act”), of any securities of
the Issuer held by the Fund. The Fund has delegated to RA Capital
the sole power to vote and the sole power to dispose of all
securities held in the Fund’s portfolios, including the shares of
the Issuer’s Common Stock reported herein. Because the Fund
has divested itself of voting and investment power over the
reported securities they hold and may not revoke that delegation on
less than 61 days’ notice, the Fund disclaims beneficial ownership
of the securities they hold for purposes of Section 13(d) of the
Act and therefore disclaim any obligation to report ownership of
the reported securities under Section 13(d) of the Act. As managers
of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial
owners, for purposes of Section 13(d) of the Act, of any securities
of the Issuer beneficially owned by RA Capital. RA Capital, Dr.
Kolchinsky, and Mr. Shah disclaim beneficial ownership of the
securities reported in this Schedule 13G Statement (the
“Statement”) other than for the purpose of determining their
obligations under Section 13(d) of the Act, and the filing of the
Statement shall not be deemed an admission that either RA Capital,
Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such
securities for any other purpose.
|
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 ¨.
|
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.
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: September 6, 2022
RA CAPITAL MANAGEMENT, L.P.
|
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 |
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of September 6, 2022, 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.
|
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 |
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