Cognition Therapeutics director adds 34k RSUs in latest Form 4 filing
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
TL;DR: Director receives 34k RSUs; no shares sold, total indirect holdings restated; impact immaterial.
The grant increases the reporting group’s potential share count by a modest 34,000 but comes at zero cost and vests over roughly one year. Because it is a routine director compensation award rather than an open-market buy, the transaction does not signal incremental conviction on the stock. The wider Bios complex already controls several million CGTX shares, so dilution from the additional RSUs is negligible. From a trading perspective, I view the filing as neutral: it neither tightens float materially nor indicates selling pressure.
TL;DR: Standard equity-comp update; confirms alignment, preserves existing ownership hierarchy.
The filing highlights appropriate disclosure of a director compensation grant and reaffirms complex but transparent ownership chains among Bios and Cavu entities. Vesting is service-based, aligning board and shareholder interests without immediate dilution. No changes occur in board composition or control thresholds. Governance practices appear compliant; however, the intricate web of related funds may warrant continued monitoring for potential conflicts. Overall governance impact is neutral.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 34,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- 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 18, 2026 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 II, LP ("Bios Memory II"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP") and Bios Fund II NT, LP ("Bios Fund II NT. 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 of each of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP ("Bios Memory I"). 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 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. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. Bios Management is the general partner of Bios Equity COF. Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF Fund. Because of the relationship between Dr. Fletcher, Bios Management, Bios Advisors and Bios COF Fund, Dr. Fletcher, Bios Management and Bios Advisors may be deemed to beneficially own the shares held directly by Bios COF Fund. 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.
