Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Cogent Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
19240Q201
(CUSIP Number)
December 31, 2021
(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) |
| ☒ | 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 | Schedule 13G | Page 1 of 12 |
| 1 |
Names of Reporting Persons
Ally Bridge MedAlpha Master Fund L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,501,591 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,501,591 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,591 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 2 of 12 |
| 1 |
Names of Reporting Persons
Ally Bridge MedAlpha Management L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 3 of 12 |
| 1 |
Names of Reporting Persons
Ally Bridge MedAlpha Management GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 4 of 12 |
| 1 |
Names of Reporting Persons
Ally Bridge Group (NY) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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
1,501,591 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,501,591 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,591 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 5 of 12 |
| 1 |
Names of Reporting Persons
ABG Management Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
The Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,501,591 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,501,591 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,591 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 6 of 12 |
| 1 |
Names of Reporting Persons
Fan Yu | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Hong Kong | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,501,591 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,501,591 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,591 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 19240Q201 | Schedule 13G | Page 7 of 12 |
| ITEM 1. | (a) Name of Issuer: |
Cogent Biosciences, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
200 Cambridge Park Drive, Suite 2500, Cambridge, Massachusetts 02140.
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Ally Bridge MedAlpha Master Fund L.P. (“MedAlpha”)
Ally Bridge MedAlpha Management L.P.
Ally Bridge MedAlpha Management GP, LLC
Ally Bridge Group (NY) LLC
ABG Management Ltd.
Fan Yu
| (b) | Address or Principal Business Office: |
The address of the Reporting Persons is c/o Ally Bridge Group (NY) LLC, 430 Park Avenue, 12th Floor, New York, NY 10022.
| (c) | Citizenship of each Reporting Person is: |
Ally Bridge MedAlpha Master Fund L.P., Ally Bridge MedAlpha Management L.P., Ally Bridge MedAlpha Management GP, LLC and ABG Management Ltd. are entities organized under the laws of the Cayman Islands.
Ally Bridge Group (NY) LLC is an entity organized under the laws of the State of Delaware.
Mr. Fan Yu is a citizen of Hong Kong.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”).
| (e) | CUSIP Number: |
19240Q201
| CUSIP No. 19240Q201 | Schedule 13G | Page 8 of 12 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 39,851,022 shares of Common Stock outstanding as of November 8, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Ally Bridge MedAlpha Master Fund L.P. |
1,501,591 | 3.8 | % | 0 | 1,501,591 | 0 | 1,501,591 | |||||||||||||||||
| Ally Bridge MedAlpha Management L.P. |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| Ally Bridge MedAlpha Management GP, LLC |
0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| Ally Bridge Group (NY) LLC |
1,501,591 | 3.8 | % | 0 | 1,501,591 | 0 | 1,501,591 | |||||||||||||||||
| ABG Management Ltd. |
1,501,591 | 3.8 | % | 0 | 1,501,591 | 0 | 1,501,591 | |||||||||||||||||
| Fan Yu |
1,501,591 | 3.8 | % | 0 | 1,501,591 | 0 | 1,501,591 | |||||||||||||||||
MedAlpha is the record holder of the shares of Common Stock reported herein.
Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages MedAlpha’s investments. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held of record by MedAlpha. Each of them disclaims any such beneficial ownership.
As a result of an internal reorganization, Ally Bridge MedAlpha Management L.P. and Ally Bridge MedAlpha Management GP, LLC are no longer deemed to share beneficial ownership of the securities reported herein.
| 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: ☒
| CUSIP No. 19240Q201 | Schedule 13G | Page 9 of 12 |
| 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. |
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 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.
| CUSIP No. 19240Q201 | Schedule 13G | Page 10 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
| Ally Bridge MedAlpha Master Fund L.P. | ||
| By: Ally Bridge MedAlpha General Partner L.P., its general partner | ||
| By: Ally Bridge MedAlpha GP, LLC, its general partner | ||
| By: | /s/ Fan Yu | |
| Name: | Fan Yu | |
| Title: | Manager | |
| Ally Bridge MedAlpha Management L.P. | ||
| By: Ally Bridge MedAlpha Management GP, LLC, its general partner | ||
| By: ABG Management Ltd., its managing member | ||
| By: | /s/ Fan Yu | |
| Name: | Fan Yu | |
| Title: | Director | |
| Ally Bridge MedAlpha Management GP, LLC | ||
| By: ABG Management Ltd., its managing member | ||
| By: | /s/ Fan Yu | |
| Name: | Fan Yu | |
| Title: | Director | |
| Ally Bridge Group (NY) LLC | ||
| By: ABG Management Ltd., its managing member | ||
| By: | /s/ Fan Yu | |
| Name: | Fan Yu | |
| Title: | Director | |
| CUSIP No. 19240Q201 | Schedule 13G | Page 11 of 12 |
| ABG Management Ltd. | ||
| By: | /s/ Fan Yu | |
| Name: | Fan Yu | |
| Title: | Director | |
| Fan Yu | ||
| /s/ Fan Yu | ||
| Name: Fan Yu | ||
| CUSIP No. 19240Q201 | Schedule 13G | Page 12 of 12 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (previously filed). | |