Major Biotech Investor Strengthens Stake in Cognition Therapeutics
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Fletcher Aaron G.L., BIOS Capital Management, LP, BIOS Advisors GP, LLC, Bios Equity Partners, LP, BIOS Fund I, LP, BIOS Fund I QP, LP, BIOS Memory SPV I, LP, Bios Equity Partners II, LP, BIOS Fund II, LP, BIOS Fund II QP, LP
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| 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 | -- | -- | -- |
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Holdings After Transaction:
Common Stock — 48,500 shares (Direct);
Common Stock — 500,095 shares (Indirect, By Bios Clinical Opportunity Fund, LP)
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.
FAQ
What insider transaction occurred at CGTX on June 18, 2025?
Director and 10% owner Aaron G.L. Fletcher acquired 34,000 restricted stock units (RSUs) of CGTX at $0 per share. Each RSU represents a contingent right to receive one share of Common Stock upon settlement.
When do Aaron Fletcher's newly acquired CGTX RSUs vest?
The 34,000 RSUs 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 Fletcher's continuous service as a director.
What is the total direct ownership position of Aaron Fletcher in CGTX after this transaction?
Following the transaction, Aaron Fletcher directly owns 48,500 shares of CGTX. However, these shares are held as a nominee for BP Directors, LP according to the filing's explanatory notes.