[Form 4] Cognition Therapeutics, Inc. Insider Trading Activity

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.

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kreis Leslie W.

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		A		34,000(1)	A	$0	48,500	I	See Footnote(2)
Common Stock								500,095	I	By Bios Clinical Opportunity Fund, LP(6)(7)
Common Stock								326,733	I	By Bios Fund III NT, LP(3)(4)(5)(7)
Common Stock								2,021,906	I	By Bios Fund III QP, LP(3)(4)(5)(7)
Common Stock								309,748	I	By Bios Fund III, LP(3)(4)(5)(7)
Common Stock								1,424,014	I	By Bios Memory SPV I, LP(3)(4)(5)(7)
Common Stock								418,926	I	By Bios Fund I, LP(3)(4)(5)(7)
Common Stock								245,029	I	By Bios Fund I QP, LP(3)(4)(5)(7)
Common Stock								78,298	I	By Bios Fund II, LP(3)(4)(5)(7)
Common Stock								255,765	I	By Bios Fund II QP, LP(3)(4)(5)(7)
Common Stock								34,238	I	By Bios Fund II NT, LP(3)(4)(5)(7)
Common Stock								385,248	I	By Bios Memory SPV II, LP(3)(4)(5)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Kreis Leslie W.

(Last) (First) (Middle)

C/O BIOS EQUITY PARTNERS

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cavu Advisors, LLC

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cavu Management, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund II NT, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Memory SPV II, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Equity Partners III, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III QP, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BIOS Fund III NT, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BP Directors, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. 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.

3. 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").

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

Exhibit 24 - Power of Attorney. This Form 4 is the second of two Form 4 filings relating to the same event. The other Form 4 relating to the same event was filed by Mr. Fletcher as the designated filer. 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 persons.

	Leslie W. Kreis, Jr. By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Cavu Advisors, LLC By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Memory SPV II, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Equity Partners III, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact	06/20/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Cognition Therapeutics (CGTX) shares were granted in this Form 4?

The filing reports 34,000 restricted stock units, each convertible to one common share upon vesting.

What is the vesting schedule for the 34,000 RSUs disclosed by CGTX?

The RSUs vest in full on the earlier of 18 June 2026 or the date of CGTX’s next annual shareholder meeting, subject to continued board service.

Did the reporting insiders buy or sell CGTX shares on the open market?

No. The transaction was an equity award at $0 cost; there were no open-market purchases or sales reported.

What is the total indirect CGTX ownership disclosed for Bios Clinical Opportunity Fund, LP?

Bios Clinical Opportunity Fund, LP is shown as holding 500,095 common shares of CGTX.

Why is Aaron G. L. Fletcher mentioned in the CGTX Form 4 footnotes?

Dr. Fletcher holds the RSUs as nominee for BP Directors, LP; his continued service triggers vesting and links to the Bios ownership structure.