SEC Form 4 · accession 0001789490-26-000002
COGNITION THERAPEUTICS INC · CGTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BIOS Memory SPV I, LP
Director · 10% Owner
BIOS Fund I, LP
Director · 10% Owner
BIOS Fund I QP, LP
Director · 10% Owner
BIOS Fund II, LP
Director · 10% Owner
BIOS Fund II QP, LP
Director · 10% Owner
Aaron G.L. Fletcher
Director · 10% Owner
Bios Equity Partners II, LP
Director · 10% Owner
Bios Equity Partners, LP
Director · 10% Owner
BIOS Advisors GP, LLC
Director · 10% Owner
BIOS Capital Management, LP
Director · 10% Owner
Period of report
Jun 17, 2026
Accepted (ET)
Jun 22, 2026 · 4:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001455365
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 17, 2026 | A | 25,000 | $0.00 | A | 81,229 | D | |
| Common StockF6,F7 | holding | — | — | — | 500,095 | I | By Bios Clinical Opportunity Fund, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 326,732 | I | By Bios Fund III NT, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 2,021,907 | I | By Bios Fund III QP, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 309,748 | I | By Bios Fund III, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 1,424,014 | I | By Bios Memory SPV I, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 418,926 | I | By Bios Fund I, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 245,029 | I | By Bios Fund I QP, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 78,298 | I | By Bios Fund II, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 255,765 | I | By Bios Fund II QP, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 34,238 | I | By Bios Fund II NT, LP | |
| Common StockF3,F4,F5,F7 | holding | — | — | — | 385,248 | I | By Bios Memory SPV II, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.
- F2Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.
- F3Bios Equity I is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP") and Bios Fund II NT, LP ("Bios Fund II NT. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").
- F4Bios Management and Cavu Management are the general partners of each of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP ("Bios Memory I"). Bios Advisors is the general partner of Bios Management. Cavu Advisors is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Dr. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Mr. Kreis.
- F5Mr. Kreis, Cavu Management, Cavu Advisors, Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Dr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.
- F6Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. Bios Management is the general partner of Bios Equity COF. Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF Fund. Because of the relationship between Dr. Fletcher, Bios Management, Bios Advisors and Bios COF Fund, Dr. Fletcher, Bios Management and Bios Advisors may be deemed to beneficially own the shares held directly by Bios COF Fund.
- F7For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.