0001104659-23-116868.txt : 20231113
0001104659-23-116868.hdr.sgml : 20231113
20231113094716
ACCESSION NUMBER: 0001104659-23-116868
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231108
FILED AS OF DATE: 20231113
DATE AS OF CHANGE: 20231113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund II QP, LP
CENTRAL INDEX KEY: 0001716869
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395920
BUSINESS ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-5964
MAIL ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Memory SPV I, LP
CENTRAL INDEX KEY: 0001643749
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395923
BUSINESS ADDRESS:
STREET 1: 1401 FOCH STREET, SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-5964
MAIL ADDRESS:
STREET 1: 1401 FOCH STREET, SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund I, LP
CENTRAL INDEX KEY: 0001697316
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395925
BUSINESS ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-5964
MAIL ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund I QP, LP
CENTRAL INDEX KEY: 0001700297
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395924
BUSINESS ADDRESS:
STREET 1: 1401 FOCH STREET, SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-5964
MAIL ADDRESS:
STREET 1: 1401 FOCH STREET, SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Fund II, LP
CENTRAL INDEX KEY: 0001714576
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395921
BUSINESS ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-5964
MAIL ADDRESS:
STREET 1: 1401 FOCH STREET
STREET 2: SUITE 140
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Capital Management, LP
CENTRAL INDEX KEY: 0001813845
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395928
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fletcher Aaron G.L.
CENTRAL INDEX KEY: 0001789490
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395929
MAIL ADDRESS:
STREET 1: 40 GUEST STREET
CITY: BOSTON
STATE: MA
ZIP: 02135
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bios Equity Partners II, LP
CENTRAL INDEX KEY: 0001813313
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395922
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-381-5370
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bios Equity Partners, LP
CENTRAL INDEX KEY: 0001813314
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395926
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-381-5370
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN, SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOS Advisors GP, LLC
CENTRAL INDEX KEY: 0001813844
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40886
FILM NUMBER: 231395927
BUSINESS ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
BUSINESS PHONE: 817-984-9197
MAIL ADDRESS:
STREET 1: 1751 RIVER RUN
STREET 2: SUITE 400
CITY: FORT WORTH
STATE: TX
ZIP: 76107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COGNITION THERAPEUTICS INC
CENTRAL INDEX KEY: 0001455365
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2403 SIDNEY STREET
STREET 2: SUITE 261
CITY: PITTSBURGH
STATE: PA
ZIP: 15203
BUSINESS PHONE: 412-481-2210
MAIL ADDRESS:
STREET 1: 2500 WESTCHESTER AVE
CITY: PURCHASE
STATE: NY
ZIP: 10577
FORMER COMPANY:
FORMER CONFORMED NAME: COGNITION THERAPUTICS INC
DATE OF NAME CHANGE: 20090204
4
1
tm2330521-2_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-11-08
0
0001455365
COGNITION THERAPEUTICS INC
CGTX
0001789490
Fletcher Aaron G.L.
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001813845
BIOS Capital Management, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001813844
BIOS Advisors GP, LLC
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001813314
Bios Equity Partners, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001697316
BIOS Fund I, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001700297
BIOS Fund I QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001643749
BIOS Memory SPV I, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001813313
Bios Equity Partners II, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001714576
BIOS Fund II, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0001716869
BIOS Fund II QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH
TX
76107
1
0
1
0
0
Common Stock
2023-11-08
4
A
0
500095
1.05
A
500095
I
By Bios Clinical Opportunity Fund, LP
Common Stock
6000
D
Common Stock
326733
I
By Bios Fund III NT, LP
Common Stock
2021906
I
By Bios Fund III QP, LP
Common Stock
309748
I
By Bios Fund III, LP
Common Stock
1424014
I
By Bios Memory SPV I, LP
Common Stock
418926
I
By Bios Fund I, LP
Common Stock
245029
I
By Bios Fund I QP, LP
Common Stock
78298
I
By Bios Fund II, LP
Common Stock
255765
I
By Bios Fund II QP, LP
Common Stock
34238
I
By Bios Fund II NT, LP
Common Stock
385248
I
By Bios Memory SPV II, LP
Stock Option (right to buy)
2.77
2033-06-09
Common Stock
6000
6000
D
On November 8, 2023, Bios Clinical Opportunity Fund, LP ("Bios COF Fund") purchased 500,095 shares of Common Stock in an at-the-market offering through Cantor Fitzgerald & Co. and B. Riley Securities, Inc. acting as sales agents.
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 9, 2024 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.
The option vests in full on the earlier of (i) June 9, 2024 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.
This Form 4 is the first of three Section 16 filings relating to the same event, including one Form 3 and two Forms 4. The Form 3 is being filed by Bios COF Fund and Bios Equity COF to reflect their admission as members into the "group" (for Section 13 and Section 16 purposes) previously composed of each of the reporting persons included on this Form 4 and other Form 4 relating to the same event filed by Mr. Kreis as the designated filer. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.
Aaron G.L. Fletcher
2023-11-13
Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Equity Partners, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Memory SPV I, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Equity Partners II, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13
Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager
2023-11-13