BIOS Fund II QP, LP 4
4 · COGNITION THERAPEUTICS INC · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
Cognition Therapeutics (CGTX) Director Aaron Fletcher Receives RSU Award
What Happened
- Dr. Aaron G.L. Fletcher, a director and reported 10% owner of Cognition Therapeutics, was granted 25,000 restricted stock units (RSUs) on June 17, 2026. The filing reports an acquisition/award (code A) at $0.00 per share (total reported value $0).
- These RSUs are a contingent right to receive one share each upon settlement and vest in full on the earlier of (i) June 17, 2027 or (ii) the issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director.
Key Details
- Transaction date: 2026-06-17. Reported grant: 25,000 RSUs @ $0.00 (total $0).
- Filing date: 2026-06-22 for the 06-17 transaction — SEC Section 16 reports are normally due within 2 business days, so this filing appears to have been submitted after that window.
- Shares owned after transaction: not disclosed in the provided Form 4 details.
- Notable footnotes: the RSUs are subject to settlement and vesting terms (F1). Per footnotes (F2–F6), Dr. Fletcher holds these awards as a nominee for BP Directors, LP ("Bios Directors"); various Bios and Cavu entities and Mr. Leslie Kreis may be deemed indirect beneficial owners through complex fund and management relationships. Reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest (F7).
Context
- This was an equity award (grant of RSUs), not a cash purchase or sale. Grants are compensation/retainer-related and do not necessarily indicate an immediate buy or sell signal.
- Because Dr. Fletcher is reported as a 10% owner and is holding the award as nominee for Bios-related entities, beneficial ownership may effectively reside with institutional funds rather than reflecting a personal trade.
Insider Transaction Report
Form 4
Fletcher Aaron G.L.
Director10% Owner
Transactions
- Award
Common Stock
[F1][F2]2026-06-17+25,000→ 81,229 total
Holdings
- 500,095(indirect: By Bios Clinical Opportunity Fund, LP)
Common Stock
[F6][F7] - 326,732(indirect: By Bios Fund III NT, LP)
Common Stock
[F3][F4][F5][F7] - 2,021,907(indirect: By Bios Fund III QP, LP)
Common Stock
[F3][F4][F5][F7] - 309,748(indirect: By Bios Fund III, LP)
Common Stock
[F3][F4][F5][F7] - 1,424,014(indirect: By Bios Memory SPV I, LP)
Common Stock
[F3][F4][F5][F7] - 418,926(indirect: By Bios Fund I, LP)
Common Stock
[F3][F4][F5][F7] - 245,029(indirect: By Bios Fund I QP, LP)
Common Stock
[F3][F4][F5][F7] - 78,298(indirect: By Bios Fund II, LP)
Common Stock
[F3][F4][F5][F7] - 255,765(indirect: By Bios Fund II QP, LP)
Common Stock
[F3][F4][F5][F7] - 34,238(indirect: By Bios Fund II NT, LP)
Common Stock
[F3][F4][F5][F7] - 385,248(indirect: By Bios Memory SPV II, LP)
Common Stock
[F3][F4][F5][F7]
Footnotes (7)
- [F1]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 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.
- [F2]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. 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.
- [F3]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").
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.