BIOS Fund II QP, LP 4

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.