[SCHEDULE 13D/A] COGNITION THERAPEUTICS INC SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Amendment No. 4 to a Schedule 13D reports changes in ownership of Cognition Therapeutics, Inc. (CGTX) by a group of Bios/Cavu-related entities and individuals due to an option exercise by Dr. Aaron G.L. Fletcher and resulting shifts in percentage ownership.
The filing discloses that Dr. Fletcher exercised options, increasing his sole holdings to 6,059,555 shares (6.9%) including 27,227 sole voting shares and 19,498 shares issuable upon exercise of his options. Multiple Bios funds and affiliated entities report shared beneficial ownership; the largest consolidated holders reported are Bios Capital Management, LP with 6,032,328 shares (6.8%), Cavu Management, LP with 5,532,233 shares (6.3%) and Bios Equity Partners III, LP with 2,658,387 shares (3.0%). The Amendment also lists the composition and vesting of Dr. Fletcher's options and BP Directors' options plus 34,000 RSUs granted to Dr. Fletcher that vest by June 18, 2026 or at the next annual meeting if he remains a director.
Positive
- Transparent disclosure of option exercise, option schedules and RSU grant to a director, including vesting and exercise prices
- Detailed breakdown of beneficial ownership across affiliated funds and GP structures, aiding governance visibility
Negative
- Concentration of shares within related Bios/Cavu entities and the director could imply coordinated influence despite sub-control percentages
- Potential dilution from exercisable options and unvested RSUs that could affect future percentage ownership
Insights
TL;DR: Ownership slightly shifted after director option exercise; concentrated insider/affiliate holdings remain notable but below single-control thresholds.
The filing documents an exercise by Dr. Fletcher and updated beneficial ownership across multiple Bios and Cavu-affiliated funds. Aggregate beneficial positions reported for affiliated entities remain in the single-digit percentages, with the largest consolidated positions at 6.8% and 6.3%. These holdings indicate meaningful investor influence but do not constitute majority control. The disclosure of option schedules, exercise prices and RSU vesting provides clarity on potential future dilution and timing of additional share issuance. For investors, the filing clarifies governance-related share distribution without introducing new transactions beyond the option exercise and RSU grant described.
TL;DR: Director-related equity grants and interlocking fund ownerships are disclosed; potential governance influence is transparent but not dominant.
The Amendment details director-held securities (Fletcher Options and BP Directors Options), including vesting schedules and exercise prices, plus 34,000 RSUs to Dr. Fletcher that vest by mid-2026 or at the next annual meeting. The filing shows layered ownership through multiple funds and GP structures (Bios and Cavu entities) that result in shared voting/dispositive power. This transparency helps stakeholders evaluate related-party influence and control pathways. The report does not allege any change in control or new agreements beyond the option exercise and RSU grant.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Cognition Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
19243B102 (CUSIP Number) |
Bios Equity Partners, LP 1751 River Run, Suite 400, Fort Worth, TX, 76107 (817) 984-9197 Rick Jordan; Polsinelli PC 4020 Maple Avenue, Suite 300, Dallas, TX, 75219 (214) 397-0030 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS MEMORY SPV I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,424,014.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 outstanding shares of common stock, par value $0.001 per share ("Shares") as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS MEMORY SPV II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
385,248.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
418,926.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND I QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
245,029.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BP DIRECTORS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 14,500 Shares directly held by Dr. Aaron Fletcher (the "BP Directors Shares") and (ii) options to purchase 17,828 Shares directly held by Dr. Fletcher which are exercisable or will be immediately exercisable within 60 days of the date hereof (the "BP Directors Options"). Each of the BP Directors Shares and BP Directors Options were granted to Dr. Fletcher in connection with his services as a director of the Issuer. Pursuant to an agreement with BP Directors, LP ("BP Directors"), Dr. Fletcher has agreed that he will hold the BP Directors Shares and the BP Directors Options merely as a nominee for BP Directors, and as such BP Directors may be deemed to have shared voting and/or dispositive power with respect to the BP Directors Shares and BP Directors Options.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,298.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND II QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
255,765.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND II NT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,238.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
309,748.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND III QP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,021,906.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS FUND III NT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
326,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS CLINICAL OPPORTUNITY FUND, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
500,095.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percentage based on 88,179,928 Shares as of September 23, 2025, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, and (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,081,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive consists of (i) 418,926 outstanding Shares directly held by Bios Fund I, LP ("Bios Fund I"), (ii) 245,029 Shares directly held by Bios Fund I QP, LP ("Bios Fund I QP"), (iii) 385,248 Shares directly held by Bios Memory SPV II, LP ("Bios Memory II"), (iv) the BP Directors Shares, in each case, as of the date hereof, and (v) the BP Directors Options. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and BP Directors. In its capacity as the general partner of these entities, Bios Equity I may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
368,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 78,298 Shares directly held by Bios Fund II, LP ("Bios Fund II"), (ii) 255,765 outstanding Shares directly held by Bios Fund II QP, LP ("Bios Fund II QP") and (iii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP ("Bios Fund II NT"), in each case, as of the date hereof. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. In its capacity as the general partner of these entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS EQUITY PARTNERS III, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,658,387.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 309,748 Shares directly held by Bios Fund III, LP ("Bios Fund III"), (ii) 2,021,906 Shares directly held by Bios Fund III QP, LP ("Bios Fund III QP") and (iii) 326,733 Shares directly held by Bios Fund III NT, LP ("Bios Fund III NT"), in each case, as of the date hereof. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT. In its capacity as the general partner of these entities, Bios Equity III may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS EQUITY COF, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
500,095.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of 500,095 Shares directly held by Bios Clinical Opportunity Fund, LP ("Bios COF Fund") as of the date hereof. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. In its capacity as the general partner of this entity, Bios Equity COF may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
CAVU MANAGEMENT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,532,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, in each case, as of the date hereof, and (xii) the BP Directors Options. Bios Equity I is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively the "Bios Equity I Entities"). Bios Equity II is the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively the "Bios Equity II Entities"). Bios Equity III is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively the "Bios Equity III Entities"). Cavu Management, LP ("Cavu Management") is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I, Cavu Management may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS CAPITAL MANAGEMENT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,032,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, (xii) 500,095 Shares directly held by Bios COF Fund, in each case, as of the date hereof, and (xiii) the BP Directors Options. Bios Equity I is the general partner of the Bios Equity I Entities. Bios Equity II is the general partner of the Bios Equity II Entities. Bios Equity III is the general partner of the Bios Equity III Entities. Bios Equity COF is the general partner of the Bios COF Fund. Bios Capital Management, LP ("Bios Management") is a general partner of Bios Equity I, Bios Equity II, Bios Equity III, Bios Memory I and Bios Equity COF. In its capacity as a general partner of Bios Equity I, Bios Equity II, Bios Equity III, Bios Memory I and Bios Equity COF, Bios Management may be deemed to have shared voting and/or dispositive power with respect to securities directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
CAVU ADVISORS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,532,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, in each case, as of the date hereof, and (xii) the BP Directors Options. Bios Equity I is the general partner of the Bios Equity I Entities. Bios Equity II is the general partner of the Bios Equity II Entities. Bios Equity III is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. Cavu Advisors, LLC ("Cavu Advisors") is the general partner of Cavu Management, and therefore may be deemed to have shared voting and/or dispositive power with respect to securities directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
BIOS ADVISORS GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,032,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, (xii) 500,095 Shares directly held by Bios COF Fund, in each case, as of the date hereof, and (xiii) the BP Directors Options. Bios Equity I is the general partner of the Bios Equity I Entities. Bios Equity II is the general partner of the Bios Equity II Entities. Bios Equity III is the general partner of the Bios Equity III Entities. Bios Equity COF is the general partner of the Bios COF Fund. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to securities directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
LESLIE W. KREIS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,532,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, in each case, as of the date hereof, and (xii) the BP Directors Options. Bios Equity I is the general partner of the Bios Equity I Entities. Bios Equity II is the general partner of the Bios Equity II Entities. Bios Equity III is the general partner of the Bios Equity III Entities. Cavu Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to securities directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
Percentage based on 88,197,756 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) 17,828 Shares issuable upon the exercise of the BP Directors Options.
SCHEDULE 13D
|
| CUSIP No. | 19243B102 |
| 1 |
Name of reporting person
AARON G.L. FLETCHER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,059,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Sole voting and dispositive power consists of (i) 7,729 Shares directly held by Dr. Fletcher and (ii) 19,498 Shares issuable upon the exercise of certain options held directly by Dr. Fletcher for his own benefit (the "Fletcher Options").
Shared voting and dispositive power consists of (i) 1,424,014 Shares directly held by Bios Memory I, (ii) 385,248 Shares directly held by Bios Memory II, (iii) 418,926 Shares directly held by Bios Fund, (iv) 245,029 Shares directly held by Bios Fund I QP, (v) the BP Directors Shares, (vi) 78,298 Shares directly held by Bios Fund II, (vii) 255,765 Shares directly held by Bios Fund II QP, (viii) 34,238 Shares directly held by Bios Fund II NT, (ix) 309,748 Shares, directly held by Bios Fund III, (x) 2,021,906 Shares directly held by Bios Fund III QP, (xi) 326,733 Shares directly held by Bios Fund III NT, (xii) 500,095 Shares directly held by Bios COF Fund, in each case, as of the date hereof, and (xiii) the BP Directors Options. Bios Equity I is the general partner of the Bios Equity I Entities. Bios Equity II is the general partner of the Bios Equity II Entities. Bios Equity III is the general partner of the Bios Equity III Entities. Bios Equity COF is the general partner of the Bios COF Fund. Bios Management is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Equity COF. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund.
Percentage based on 88,217,254 Shares outstanding, which includes (i) 73,472,199 Shares as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, (ii) 14,700,000 Shares issued pursuant to two Securities Purchase Agreements as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2025, (iii) 7,729 Shares issued as a result of an option exercised by Dr. Fletcher on September 19, 2025, and (iv) an aggregate of 37,326 Shares issuable upon the exercise of the BP Directors Options and the Fletcher Options.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Cognition Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1751 River Run, Suite 400, Fort Worth,
TEXAS
, 76107. | |
Item 1 Comment:
This amendment (this "Amendment No. 4") hereby amends the Schedule 13D originally filed by certain Reporting Persons (as defined below) on October 25, 2021 (the "Original Statement"), as amended by that certain Amendment No. 1 filed with the Securities and Exchange Commission on February 1, 2022 ("Amendment No. 1"), that certain Amendment No. 2 filed with the Securities and Exchange Commission on December 5, 2022 ("Amendment No. 2") and that certain Amendment No. 3 filed with the Securities and Exchange Commission on November 13, 2023 ("Amendment No. 3" and, together with the Original Statement, Amendment No. 1 and Amendment No.2, the "Prior Statements"). The securities to which the Schedule 13D relates are the shares of common stock, par value $0.001 per share ("Shares"), of Cognition Therapeutics, Inc., a Delaware corporation (the "Issuer"). The purpose of this Amendment No. 4 is to report an exercise by Dr. Fletcher of certain options and a material decrease in the percentage of shares beneficially owned by the Reporting Persons. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged. Capitalized terms used herein but not defined in this Amendment No. 4 shall have the meanings ascribed to such terms in the Prior Statements. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Fletcher Options consist of the following:
1. 11,593 stock options granted on February 27, 2020, which have an exercise price of $1.07
and an expiration of February 26, 2030. These options are fully vested.
2. 2,719 stock options granted on February 23, 2021, which have an exercise price of $1.75
per share and an expiration of February 22, 2031. 2,039 of these options are fully vested
and the remaining 680 options will vest on February 1, 2026.
3. 5,866 stock options granted on June 10, 2022, which have an exercise price of $1.92 and an
expiration of June 9, 2032. These options are fully vested.
The BP Directors Options consist of the following:
1. 1,145 stock options granted on February 23, 2021, which have an exercise price of $1.75
per share and an expiration of February 22, 2031. 859 of these options are fully vested and
the remaining 286 options will vest on February 1, 2026.
2. 2,469 stock options granted on June 10, 2022, which have an exercise price of $1.92 and an
expiration of June 9, 2032. These options are fully vested.
3. 6,000 stock options granted on June 9, 2023, which have an exercise price of $2.77 and an
expiration of June 8, 2033. These options are fully vested.
4. 8,500 stock options granted on June 7, 2024, which have an exercise price of $1.95 and an
expiration of June 6, 2034. These options are fully vested.
Additionally, on June 18, 2025, the Company granted 34,000 restricted stock units (RSUs) to Dr. Fletcher. These RSUs will automatically 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 Dr. Fletcher's continuous service as a director as of the applicable vesting date. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement (incorporated by reference to Exhibit 6 of the original Schedule 13D, filed August 19, 2024) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Power of Attorney is incorporated by reference to Exhibit 24 of the Form 4 filed by the Reporting Persons on June 20, 2025. |
FAQ
What change in shares did Aaron G.L. Fletcher report in the Schedule 13D/A for CGTX?
The filing reports Dr. Fletcher's holdings as 6,059,555 shares (6.9%), reflecting an exercise of options and including 27,227 shares with sole voting power and 19,498 shares issuable upon exercise of his options.
How many RSUs were granted to Dr. Fletcher and when do they vest?
The Company granted Dr. Fletcher 34,000 restricted stock units (RSUs) that vest in full on the earlier of June 18, 2026 or the date of the issuer's next annual meeting, subject to his continuous service as a director.
Which affiliated entities reported the largest consolidated holdings in this filing?
The filing shows Bios Capital Management, LP with 6,032,328 shares (6.8%), Cavu Management, LP with 5,532,233 shares (6.3%), and Bios Equity Partners III, LP with 2,658,387 shares (3.0%) among the largest reported positions.
Are details provided about the exercise prices and expirations of the reported options?
Yes. The Fletcher Options and BP Directors Options are listed with grant dates, exercise prices (e.g., $1.07, $1.75, $1.92, $2.77, $1.95) and expiration dates (ranging from 2030 to 2034) as stated in Item 6.
Does the Amendment state any change in control or new agreements with Cognition Therapeutics?
No. The Amendment states its purpose is to report Dr. Fletcher's option exercise and a material decrease in percentage ownership; it does not disclose any change in control or new arrangements beyond the described equity actions.
COGNITION THERAPEUTICS INC
NASDAQ:CGTX
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Biotechnology
Biological Products, (no Disgnostic Substances)
United States
PURCHASE