Filing Details

Accession Number:
0001104659-22-119719
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-11-17 07:00:11
Reporting Period:
2022-11-16
Accepted Time:
2022-11-17 07:00:11
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1455365 Cognition Therapeutics Inc CGTX Biological Products, (No Disgnostic Substances) (2836) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1666485 Bios Memory Spv Ii, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1728851 Bios Fund Ii Nt, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1791910 Bios Fund Iii Nt, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1791916 Bios Fund Iii Qp, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1791917 Bios Fund Iii, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1813270 Cavu Management, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1813310 Cavu Advisors, Llc 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
1813316 W. Leslie Kreis C/O Bios Equity Partners
1751 River Run, Suite 400
Fort Worth TX 76107
Yes No No No
1831976 Bios Equity Partners Iii, Lp 1751 River Run, Suite 400
Fort Worth TX 76107
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2022-11-16 8,722 $1.40 324,760 No 5 P Indirect By Bios Fund III NT, LP
Common Stock Acquisiton 2022-11-16 54,009 $1.40 2,009,686 No 5 P Indirect By Bios Fund III QP, LP
Common Stock Acquisiton 2022-11-16 8,269 $1.40 307,877 No 5 P Indirect Bios Fund III, LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 5 P Indirect By Bios Fund III NT, LP
No 5 P Indirect By Bios Fund III QP, LP
No 5 P Indirect Bios Fund III, LP
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 1,424,014 Indirect By Bios Memory SPV I, LP
Common Stock 418,926 Indirect By: Bios Fund I, LP
Common Stock 245,029 Indirect By: Bios Fund I QP, LP
Common Stock 78,298 Indirect By: Bios Fund II, LP
Common Stock 255,765 Indirect By: Bios Fund II QP, LP
Common Stock 34,238 Indirect By: Bios Fund II NT, LP
Common Stock 385,248 Indirect By Bios Memory SPV II, LP
Footnotes
  1. Bios Equity Partners, LP ("Bios 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 I, LP ("Bios Memory I"). 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"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). 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"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management.
  2. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.
  3. Mr. Kries, Cavu Management, Cavu Advisors, Mr. 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 SPV I, Bios Fund II, Bios Fund II QP, Bios Fund IINT, 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. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios EquityEntities, Mr. Kries, Mr. 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.
  4. For 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 admissionthat such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
  5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of CognitionTherapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.