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BIOS Fund III, LP 4

Accession 0001104659-23-116871

CIK 0001455365other

View on SEC.gov Company Profile

Filed

Nov 12, 7:00 PM ET

Accepted

Nov 13, 9:48 AM ET

Size

37.2 KB

Accession

0001104659-23-116871

Insider Transaction Report

Form 4

Period: 2023-11-08

COGNITION THERAPEUTICS INCCGTX

BIOS Equity Partners III, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

BIOS Memory SPV II, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029

Kreis Leslie W.

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

Cavu Advisors, LLC

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

Cavu Management, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Fund II NT, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029

BP Directors, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

BIOS Fund III, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298

BIOS Fund III NT, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

BIOS Fund III QP, LP

Director10% Owner

Transactions

Award
Common Stock
2023-11-08$1.05/sh+500,095$525,100→ 500,095 total(indirect: By Bios Clinical Opportunity Fund, LP)

Holdings

Common Stock
(indirect: See Footnote)
6,000
Common Stock
(indirect: By Bios Fund III NT, LP)
326,733
Common Stock
(indirect: By Bios Fund III QP, LP)
2,021,906
Common Stock
(indirect: By Bios Fund III, LP)
309,748
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Stock Option (right to buy)
(indirect: See Footnote)
Exercise: $2.77Exp: 2033-06-09→ Common Stock (6,000 underlying)
6,000

Footnotes (9)

[F1]On November 8, 2023, Bios Clinical Opportunity Fund, LP ("Bios COF Fund") purchased 500,095 shares of Common Stock in an at-the-market offering through Cantor Fitzgerald & Co. and B. Riley Securities, Inc. acting as sales agents.
[F2]Each 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 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date. Pursuant 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.
[F3]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.
[F4]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 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").
[F5]Bios 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.
[F6]Mr. 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.
[F7]Bios 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.
[F8]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.
[F9]The option vests in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director as of the applicable vesting date.

Documents

1 file

4
tm2330521-3_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

COGNITION THERAPEUTICS INC

CIK 0001455365

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001791917

Filing Metadata

Form type: 4
Filed: Nov 12, 7:00 PM ET
Accepted: Nov 13, 9:48 AM ET
Size: 37.2 KB

View on SEC.gov