SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BIOS Memory SPV I, LP

(Last)

(First)

(Middle)

C/O BIOS PARTNERS,

1751 RIVER RUN, SUITE 400,

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/13/2021		C		1,424,014	A	⁽¹⁾	1,424,014	D
Common Stock	10/13/2021		C		418,926	A	⁽¹⁾	418,926	I	By Bios Fund I, LP.
Common Stock	10/13/2021		C		245,029	A	⁽¹⁾	245,029	I	By Bios Fund I, QP, LP.
Common Stock	10/13/2021		C		78,298	A	⁽²⁾	78,298	I	By Bios Fund II, LP.
Common Stock	10/13/2021		C		255,765	A	⁽²⁾	255,765	I	By Bios Fund II, QP, LP.
Common Stock	10/13/2021		C		34,238	A	⁽²⁾	34,238	I	By Bios Fund II, NT, LP.
Common Stock	10/13/2021		P		23,341	A	$12	57,579	I	By Bios Fund II, NT, LP.
Common Stock	10/13/2021		C		351,844	A	⁽²⁾	351,844	I	By Bios Memory SPV II, LP.
Common Stock	10/13/2021		X		33,495	A	$0.032	385,339	I	By Bios Memory SPV II, LP.
Common Stock	10/13/2021		S⁽³⁾		90.28	D	$12	385,248	I	By Bios Memory SPV II, LP.
Common Stock	10/13/2021		C		41,620	A	⁽²⁾	41,620	I	By Bios Fund III, LP.
Common Stock	10/13/2021		C		24,263	A	⁽⁵⁾	65,883	I	By Bios Fund III, LP.
Common Stock	10/13/2021		P		22,129	A	$12	88,012	I	By Bios Fund III, LP.
Common Stock	10/13/2021		C		596,899	A	⁽²⁾	596,899	I	By Bios Fund III, QP, LP.
Common Stock	10/13/2021		C		158,476	A	⁽⁵⁾	755,375	I	By Bios Fund III, QP, LP.
Common Stock	10/13/2021		P		144,530	A	$12	899,905	I	By Bios Fund III, QP, LP.
Common Stock	10/13/2021		C		34,472	A	⁽²⁾	34,472	I	By Bios Fund III, NT, LP.
Common Stock	10/13/2021		C		25,593	A	⁽⁵⁾	60,065	I	By Bios Fund III, NT, LP.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			4,605,985	⁽¹⁾	⁽¹⁾	Common Stock	1,424,014	$0	0	D
Series B Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			1,355,017	⁽¹⁾	⁽¹⁾	Common Stock	418,926	$0	0	I	By Bios Fund I, LP.
Series B Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			792,547	⁽¹⁾	⁽¹⁾	Common Stock	245,029	$0	0	I	By Bios Fund I, QP, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			253,256	⁽²⁾	⁽²⁾	Common Stock	78,298	$0	0	I	By Bios Fund II, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			827,275	⁽²⁾	⁽²⁾	Common Stock	255,765	$0	0	I	By Bios Fund II, QP, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			1,138,040	⁽²⁾	⁽²⁾	Common Stock	351,844	$0	0	I	By Bios Memory SPV II, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			110,744	⁽²⁾	⁽²⁾	Common Stock	34,238	$0	0	I	By Bios Fund II, NT, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			134,626	⁽²⁾	⁽²⁾	Common Stock	41,620	$0	0	I	By Bios Fund III, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			1,930,673	⁽²⁾	⁽²⁾	Common Stock	596,899	$0	0	I	By Bios Fund III, QP, LP.
Series B-1 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			111,504	⁽²⁾	⁽²⁾	Common Stock	34,472	$0	0	I	By Bios Fund III, NT, LP.
Warrant (right to buy)	$0.032	10/13/2021		X			33,495	03/15/2016⁽⁴⁾	03/15/2023⁽⁴⁾	Common Stock	33,495	$0	0	I	By Bios Memory SPV II, LP.
Simple Agreement for Future Equity	⁽⁵⁾	10/13/2021		C			24,263	⁽⁵⁾	⁽⁵⁾	Common Stock	$232,933.33	$0	0	I	By Bios Fund III, LP.
Simple Agreement for Future Equity	⁽⁵⁾	10/13/2021		C			158,476	⁽⁵⁾	⁽⁵⁾	Common Stock	$1,521,373.34	$0	0	I	By Bios Fund III, QP, LP.
Simple Agreement for Future Equity	⁽⁵⁾	10/13/2021		C			25,593	⁽⁵⁾	⁽⁵⁾	Common Stock	$245,693.33	$0	0	I	By Bios Fund III, NT, LP.

Explanation of Responses:

1. The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

2. The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

3. On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

4. The warrant expires on the earliest of (i) March 15, 2023, (ii) upon a liquidation, dissolution or winding up of the Company, (iii) the closing of a Sale Transaction (as defined in the warrant), (iv) upon the closing of the issuer's IPO or (v) upon repayment of a promissory note issued in connection with the warrant.

5. The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

	By: /s/ Aaron G. L. Fletcher, Ph.D., Authorized Representative	10/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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