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Filing Details

Accession Number:: 0001104659-22-122625
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-29 07:02:22
Reporting Period:: 2022-11-28

Accepted Time:: 2022-11-29 07:02:22
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	Director	Officer	Large Shareholder	Other
1643749	Bios Memory Spv I, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1697316	Bios Fund I, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1700297	Bios Fund I Qp, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1714576	Bios Fund Ii, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1716869	Bios Fund Ii Qp, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1789490	G.l. Aaron Fletcher	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813313	Bios Equity Partners Ii, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813314	Bios Equity Partners, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813844	Bios Advisors Gp, Llc	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No
1813845	Bios Capital Management, Lp	C/O Bios Equity Partners 1751 River Run, Suite 400 Fort Worth TX 76107	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-11-28	1,973	$2.65	326,733	No	5	P	Indirect	By Bios Fund III NT, LP
Common Stock	Acquisiton	2022-11-28	12,220	$2.65	2,021,906	No	5	P	Indirect	By Bios Fund III QP, LP
Common Stock	Acquisiton	2022-11-28	1,871	$2.65	309,748	No	5	P	Indirect	By 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	By 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

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. 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.
Mr. Kreis, 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 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, 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.
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 admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.64 to $2.65, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics 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.