COGNITION THERAPEUTICS INC — Director's Dealing 2022

Nov 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNITION THERAPEUTICS INC (CGTX)
CIK: 0001455365
Period of Report: 2022-11-15

Reporting Person: Kreis Leslie W. (Director)
Reporting Person: Cavu Advisors, LLC (10% Owner)
Reporting Person: Cavu Management, LP (10% Owner)
Reporting Person: BIOS Fund II NT, LP (10% Owner)
Reporting Person: BIOS Memory SPV II, LP (10% Owner)
Reporting Person: BIOS Equity Partners III, LP (10% Owner)
Reporting Person: BIOS Fund III, LP (10% Owner)
Reporting Person: BIOS Fund III QP, LP (10% Owner)
Reporting Person: BIOS Fund III NT, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-15	Common Stock	P	184270	$1.20	Acquired	316038	Indirect
2022-11-15	Common Stock	P	1141030	$1.20	Acquired	1955677	Indirect
2022-11-15	Common Stock	P	174700	$1.20	Acquired	299608	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1424014	Indirect
Common Stock	418926	Indirect
Common Stock	245029	Indirect
Common Stock	78298	Indirect
Common Stock	255765	Indirect
Common Stock	34238	Indirect
Common Stock	385248	Indirect

Footnotes

F1: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, L.P. ("Bios Fund I"), Bios Fund I QP, L.P. ("Bios Fund I QP") and Bios Memory SPV I, L.P. ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, L.P. ("Bios Fund II"), Bios Fund II QP, L.P. ("Bios Fund II QP"), Bios Fund II NT, L.P. ("Bios Fund II NT") and Bios Memory SPV II, L.P. ("Bios Memory II"). 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").

F2: Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3: Mr. Kries, Cavu Management, Cavu Advisors, Mr. 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 SPV 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. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. 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.

F4: 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.