0001789490-22-000003.txt : 20220201 0001789490-22-000003.hdr.sgml : 20220201 20220201182207 ACCESSION NUMBER: 0001789490-22-000003 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211007 FILED AS OF DATE: 20220201 DATE AS OF CHANGE: 20220201 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: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580593 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: Fletcher Aaron G.L. CENTRAL INDEX KEY: 0001789490 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580595 MAIL ADDRESS: STREET 1: 1751 RIVER RUN STREET 2: SUITE 400 CITY: FT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cavu Management, LP CENTRAL INDEX KEY: 0001813270 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580591 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: Cavu Advisors, LLC CENTRAL INDEX KEY: 0001813310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580589 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 III, LP CENTRAL INDEX KEY: 0001831976 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580592 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: Bios Equity Partners, LP CENTRAL INDEX KEY: 0001813314 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580594 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: Kreis Leslie W. CENTRAL INDEX KEY: 0001813316 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580596 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: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580588 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: BIOS Capital Management, LP CENTRAL INDEX KEY: 0001813845 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580590 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 3/A 1 primary_doc.xml PRIMARY DOCUMENT X0206 3/A 2021-10-07 2021-10-07 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001789490 Fletcher Aaron G.L. 1751 RIVER RUN SUITE 400 FT WORTH TX 76107 1 0 1 0 0001813314 Bios Equity Partners, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813313 Bios Equity Partners II, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001831976 BIOS Equity Partners III, LP 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813270 Cavu Management, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813845 BIOS Capital Management, LP 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813310 Cavu Advisors, LLC 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813844 BIOS Advisors GP, LLC 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813316 Kreis Leslie W. 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 Stock Option (right to buy) 1.75 2031-02-23 Common Stock 3864 D Stock Option (right to buy) 1.07 2030-02-27 Common Stock 3864 D Series B Convertible Preferred Stock Common Stock 1424014 I By Bios Memory SPV I, LP This amendment (this "Amendment") to the Form 3 filed by Dr. Aaron G. L. Fletcher on October 7, 2021 (the "Original Filing") is being filed to (i) correct the number of shares underlying the two stock options re-reported here, (ii) add certain persons identified in the footnotes of the Original Filing as Reporting Persons, (iii) amend and restate footnote 6 of the Original Filing in its entirety as set forth in footnote 6 of this Amendment, and (iv) further describe the relationships between the Reporting Persons in footnotes 4 and 5 of this Amendment. These options vest in four (4) equal annual installments beginning on February 1, 2022. These options were granted on February 23, 2021. These options vest in four (4) equal annual installments beginning on March 1, 2021. These options were granted on February 27, 2020. This line item is being re-reported here to (i) amend and restate footnote 6 of the Original Filing in its entirety as set forth in footnote 6 of this Amendment, and (ii) further describe the relationships between the Reporting Persons in footnotes 7 and 8 of this Amendment. The Series B Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Leslie W. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Dr. Fletcher, is the general partner of Bios Management. Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management each share voting and investment control with respect to the shares held by the following entities: Bios Memory SPV I, LP, Bios Fund I, LP, Bios Fund I QP, LP, Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, Bios Memory SPV II, LP, Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP (collectively, the "Bios Equity Entities"). Because of the relationship between Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management, Cavu Management and the Bios Equity Entities, each of Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management 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 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. This Amendment is the first of two amendments filed relating to the same event. The second amendment will be filed with respect to the Form 3 filed by Bios Memory SPV I, LP on October 7, 2021 ("Bios Memory I Filing"). The Original Filing and the Bios Memory I Filing were filed in connection with the same event and disclosed the same holdings of the Bios Equity Entities. These amendments are being filed separately because there are more than 10 Reporting Persons in total and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. /s/ Aaron Glenn Louis Fletcher 2022-01-31 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 2022-01-31 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 2022-01-31 Bios Equity Partners III, LP, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-01-31 Cavu Management, LP, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager 2022-01-31 Bios Capital Management, LP, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-01-31 Bios Advisors GP, LLC, By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-01-31 Cavu Advisors, LLC, By: /s/ Leslie W. Kreis, Jr, Manager 2022-01-31 /s/ Leslie W. Kreis 2022-01-31