COGNITION THERAPEUTICS INC SEC Filings

Cognition Therapeutics, Inc. (CGTX) filed a Form 4 disclosing that director Peggy Wallace received an equity award of 34,000 restricted stock units (RSUs) on 18 June 2025. Each RSU represents the right to receive one share of common stock upon settlement. The award vests in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided Ms. Wallace remains a director on the vesting date. No cash consideration was paid (grant price $0.00).

Following this grant, Ms. Wallace’s direct beneficial ownership increases to 86,461 common shares. The filing contains no transactions involving derivative securities, sales, or open-market purchases—only the RSU award. Because the grant represents additional share issuance and not a disposition, it signals continued alignment of the director’s incentives with shareholder value creation. The absolute share count is modest relative to most public-company capital structures and therefore implies only immaterial dilution.

Key takeaways for investors: (1) insider activity is an award rather than a sale, thus not a bearish signal; (2) vesting is service-based, encouraging director retention through at least the next annual meeting; (3) the ownership update provides the latest insight into board-level insider holdings. No earnings metrics, strategic announcements, or major corporate events were included in this filing.

Cognition Therapeutics, Inc. (CGTX) – Form 4 insider transaction

Director Ellen B. Richstone reported the grant of 34,000 restricted stock units (RSUs) on 18 June 2025. The award carries an exercise price of $0.00 because RSUs convert directly into common shares upon vesting. The RSUs will vest in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided the director continues to serve on the board.

Following this grant, Richstone’s beneficial ownership rises to 58,500 common shares, held directly. No derivative securities were reported and no shares were sold. The filing does not reference any Rule 10b5-1 trading plan.

Because the transaction is a routine, non-cash equity grant to a board member and involves no open-market purchase or sale, it is unlikely to materially affect CGTX’s share count or near-term trading dynamics. However, the additional equity aligns the director’s incentives with shareholder value creation.

Director Brett P. Monia of Cognition Therapeutics (NASDAQ: CGTX) received 34,000 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Monia's direct ownership increased to 48,500 shares.

Key terms of the RSU grant:

• Each RSU represents one share of common stock upon settlement
• RSUs will fully vest on the earlier of:
  • June 18, 2026, or
  • The date of the next annual stockholder meeting
• Vesting is contingent on continuous service as director

The RSUs were granted at $0.00 cost basis, representing a form of equity-based compensation for board service. The transaction was reported via Form 4 filing, executed by attorney-in-fact John Brendan Doyle on June 23, 2025.

Form 4 filing – Cognition Therapeutics, Inc. (CGTX) – 18 June 2025

This Form 4 reports an insider equity award to director and 10% owner Leslie W. Kreis, Jr. and a group of affiliated Bios-branded investment entities. The key disclosed transaction is the grant of 34,000 restricted stock units (RSUs) on 18 June 2025 (Transaction Code “A”). The RSUs carry an acquisition price of $0.00 and will vest in full on the earlier of 18 June 2026 or the company’s next annual shareholder meeting, provided that fellow director Dr. Aaron G. L. Fletcher remains in service through the vesting date.

Immediately after the grant, the reporting group shows the following indirect holdings of CGTX common shares:

• 48,500 shares held via BP Directors, LP (includes the newly granted RSUs)
• 500,095 shares – Bios Clinical Opportunity Fund, LP
• 326,733 shares – Bios Fund III NT, LP
• 2,021,906 shares – Bios Fund III QP, LP
• 309,748 shares – Bios Fund III, LP
• 1,424,014 shares – Bios Memory SPV I, LP
• 418,926 shares – Bios Fund I, LP
• 245,029 shares – Bios Fund I QP, LP
• 78,298 shares – Bios Fund II, LP
• 255,765 shares – Bios Fund II QP, LP
• 34,238 shares – Bios Fund II NT, LP
• 385,248 shares – Bios Memory SPV II, LP

The filing clarifies, via footnotes, that Dr. Fletcher holds the RSUs as nominee for BP Directors, LP and that multiple Bios and Cavu entities share indirect ownership through layered general-partner structures. No open-market purchases or sales are reported; therefore, no cash changed hands and no proceeds were realized. The disclosure is routine, serves to update beneficial-ownership records, and does not alter corporate control.

Insider Transaction Alert: Aaron G.L. Fletcher, Director and 10% Owner of Cognition Therapeutics (CGTX), acquired 34,000 restricted stock units (RSUs) on June 18, 2025. The RSUs were granted at $0 and will vest fully on either June 18, 2026, or the company's next annual stockholder meeting, contingent on Fletcher's continued service as director.

Ownership Structure: Fletcher and various BIOS entities maintain significant ownership positions:

• Direct ownership of 48,500 shares through RSUs held as nominee for Bios Directors LP
• Indirect beneficial ownership through multiple BIOS funds totaling over 6 million shares
• Largest positions held through Bios Fund III QP, LP (2,021,906 shares) and Bios Memory SPV I, LP (1,424,014 shares)

The filing reveals a complex ownership structure involving multiple BIOS investment entities, with shared voting and investment control between Fletcher and Leslie W. Kreis, Jr. through various management entities including Bios Capital Management and Cavu Management.

Cognition Therapeutics, Inc. (CGTX) filed a Form 8-K to disclose the voting results of its 18 June 2025 virtual Annual Meeting of Stockholders.

• Director elections: Stockholders elected Class I directors Peggy Wallace (8,566,458 FOR; 2,590,981 WITHHELD) and Ellen B. Richstone (8,686,877 FOR; 2,470,562 WITHHELD). Each will serve until the 2028 annual meeting, subject to the usual contingencies. There were 22,760,336 broker non-votes for each nominee.
• Auditor ratification: Ernst & Young LLP was confirmed as the Company’s independent registered public accounting firm for fiscal 2025 with 33,457,921 FOR, 327,242 AGAINST and 132,612 ABSTAIN votes; no broker non-votes were recorded.

No additional proposals or material business developments were reported.