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CGTX Board Member Gains Major Stake with 34K Restricted Stock Award

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider Monia Brett P
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 34,000 $0.00 $0.00
Holdings After Transaction: Common Stock — 48,500 shares (Direct)
Footnotes (1)
  1. F1. 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 the Reporting Person's continuous service as a director as of the applicable vesting date.

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FAQ

How many shares did Brett P. Monia acquire in CGTX on June 18, 2025?
Brett P. Monia acquired 34,000 restricted stock units (RSUs) of CGTX common stock on June 18, 2025. Each RSU represents a contingent right to receive one share of Common Stock upon settlement.

What is the vesting schedule for CGTX director Brett Monia's RSU grant?
The RSUs will vest in full on the earlier of (i) June 18, 2026 or (ii) the date of CGTX's next annual meeting of stockholders, subject to Monia's continuous service as a director through the applicable vesting date.

What is the total amount of CGTX shares Brett Monia owns after the June 2025 RSU grant?
Following the RSU grant transaction, Brett P. Monia beneficially owns 48,500 shares of CGTX common stock directly (Form D ownership).

What was the purchase price of CGTX RSUs granted to director Brett Monia?
The RSUs were granted to Brett Monia at $0.00 per unit as part of his compensation as a director of CGTX.

What position does Brett P. Monia hold at CGTX according to the Form 4?
According to the Form 4 filing, Brett P. Monia serves as a Director of Cognition Therapeutics Inc (CGTX), as indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.
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
Estimated average burden
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*
Monia Brett P
(Last) (First) (Middle)
C/O COGNITION THERAPEUTICS, INC.
2500 WESTCHESTER AVE.
(Street)
PURCHASE NY 10577
(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 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)
X Form filed by One Reporting Person
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 $0.00 48,500 D
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
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 the Reporting Person's continuous service as a director as of the applicable vesting date.
/s/ John Brendan Doyle, Attorney-in-Fact 06/23/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR