[Form 4] COGNITION THERAPEUTICS INC Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction summary: Aaron G.L. Fletcher, a director and 10% owner of Cognition Therapeutics, acquired 7,729 shares (and a matching option) on 09/19/2025 at $0.84 per share. After this transaction he directly holds 56,229 shares, including 48,500 shares held as nominee for BP Directors under an agreement, and reports substantial indirect ownership through multiple Bios-related funds totaling several million shares across listed entities. The filing clarifies complex fund and advisor relationships and disclaims beneficial ownership except to the extent of pecuniary interest.

Positive

• Insider acquisition disclosed: Purchase of 7,729 shares at $0.84 on 09/19/2025 is reported.
• Detailed ownership structure: Filing clearly explains nominee arrangements and the chain of fund entities, enhancing transparency.
• Compliance with Section 16: Transaction and prior option ownership are disclosed, including Form 3 history.

Negative

• None.

Insights

Securities Analyst

TL;DR: A director executed a small $0.84-priced acquisition and reports large bundled indirect holdings via affiliated funds.

The 7,729-share acquisition at $0.84 is documented as both a direct purchase and a previously reported option, while the Form 4 details extensive indirect ownership through a web of Bios and Cavu entities. The disclosure explains nominee arrangements and shared voting/control across funds, which is important for understanding actual economic exposure and potential coordinated action by related parties. No new forward-looking or company-operational information is provided.

Corporate Governance Expert

TL;DR: Transaction is routine insider reporting; nominee and fund structures are disclosed thoroughly.

The filing properly discloses direct, nominee and indirect holdings, including restricted stock units held for BP Directors and the chain of general partner relationships. The agreement to hold certain shares as nominee is explicitly noted, and the standard disclaimer of beneficial ownership is included. This level of detail supports transparency on control and voting relationships but does not indicate any governance change.

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^*

Fletcher Aaron G.L.

(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)
09/19/2025

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	09/19/2025		M		7,729(1)	A	$0.84	56,229	D(1)(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
Stock Option (right to buy)	$0.84	09/19/2025		M			7,729	(8)	09/22/2025	Common Stock	7,729	$0	0	D

Explanation of Responses:

1. Of the 56,229 shares reported as held directly by Aaron G.L. Fletcher ("Dr. Fletcher"), 7,729 shares, are held for the benefit of Dr. Fletcher and 48,500 shares, 34,000 of which represent restricted stock units, are held for the benefit of BP Directors, LP ("Bios Directors" and such securities the "Bios Directors Securities") under an agreement with Bios Directors pursuant to which Dr. Fletcher agreed that he will hold the Bios Directors Securities merely as a nominee for Bios Directors.

2. Bios Directors may be deemed the direct or indirect beneficial owner of the Bios Directors 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 Bios Directors 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.

8. The option was written and fully vested before the reporting persons became Section 16 insiders of the Issuer and therefore was reported on the reporting persons' Form 3 filed on October 7, 2021.

	Aaron G.L. Fletcher By: /s/ John Fucci, as attorney-in-fact	09/23/2025
	** 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.

FAQ

What did Aaron G.L. Fletcher report on Form 4 for CGTX?

He reported acquiring 7,729 shares (and a matching option) on 09/19/2025 at $0.84 per share and total direct holdings of 56,229 shares.

Does the Form 4 show indirect ownership for CGTX by affiliated funds?

Yes; the filing lists substantial indirect ownership through multiple Bios-related entities (e.g., Bios Fund I, II, III and others) totaling millions of shares across those entities.

Are any shares held as a nominee according to the filing?

Yes; 48,500 shares (part of the 56,229 direct shares) are held for BP Directors under an agreement where Dr. Fletcher acts as nominee.

Was the option associated with the reported shares newly granted?

No; the filing states the option was written and fully vested before the reporting persons became Section 16 insiders and was previously reported on Form 3.

What is the reporting date of the transaction in the Form 4?

The earliest transaction date reported is 09/19/2025.