0001104659-23-070932.txt : 20230613 0001104659-23-070932.hdr.sgml : 20230613 20230613200105 ACCESSION NUMBER: 0001104659-23-070932 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230609 FILED AS OF DATE: 20230613 DATE AS OF CHANGE: 20230613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II QP, LP CENTRAL INDEX KEY: 0001716869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012679 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Memory SPV I, LP CENTRAL INDEX KEY: 0001643749 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012682 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund I, LP CENTRAL INDEX KEY: 0001697316 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012684 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund I QP, LP CENTRAL INDEX KEY: 0001700297 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012683 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund II, LP CENTRAL INDEX KEY: 0001714576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012680 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET STREET 2: SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Capital Management, LP CENTRAL INDEX KEY: 0001813845 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012687 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fletcher Aaron G.L. CENTRAL INDEX KEY: 0001789490 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012688 MAIL ADDRESS: STREET 1: 40 GUEST STREET CITY: BOSTON STATE: MA ZIP: 02135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bios Equity Partners II, LP CENTRAL INDEX KEY: 0001813313 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012681 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bios Equity Partners, LP CENTRAL INDEX KEY: 0001813314 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012685 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-381-5370 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Advisors GP, LLC CENTRAL INDEX KEY: 0001813844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231012686 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGNITION THERAPEUTICS INC CENTRAL INDEX KEY: 0001455365 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2403 SIDNEY STREET STREET 2: SUITE 261 CITY: PITTSBURGH STATE: PA ZIP: 15203 BUSINESS PHONE: 412-481-2210 MAIL ADDRESS: STREET 1: 2500 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: COGNITION THERAPUTICS INC DATE OF NAME CHANGE: 20090204 4 1 tm2318644-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-09 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001789490 Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813845 BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813844 BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813314 Bios Equity Partners, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001697316 BIOS Fund I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001700297 BIOS Fund I QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001643749 BIOS Memory SPV I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813313 Bios Equity Partners II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001714576 BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001716869 BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0 Common Stock 2023-06-09 4 A 0 6000 0 A 6000 D Common Stock 326733 I By Bios Fund III NT, LP Common Stock 2021906 I By Bios Fund III QP, LP Common Stock 309748 I By Bios Fund III, LP Common Stock 1424014 I By Bios Memory SPV I, LP Common Stock 418926 I By Bios Fund I, LP Common Stock 245029 I By Bios Fund I QP, LP Common Stock 78298 I By Bios Fund II, LP Common Stock 255765 I By Bios Fund II QP, LP Common Stock 34238 I By Bios Fund II NT, LP Common Stock 385248 I By Bios Memory SPV II, LP Stock Option (right to buy) 2.77 2023-06-09 4 A 0 6000 0 A 2033-06-09 Common Stock 6000 6000 D 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. 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. 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 Equity Partners II, LP 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 Management and Cavu Management are the general partners Bios Equity III. 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. 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 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, 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. 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 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. This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The second Form 4 was filed by Mr. Kreis. as the designated filer. /s/ Aaron G.L. Fletcher 2023-06-13 Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Equity Partners, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Memory SPV I, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Equity Partners II, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13 Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2023-06-13