0001104659-23-116871.txt : 20231113 0001104659-23-116871.hdr.sgml : 20231113 20231113094830 ACCESSION NUMBER: 0001104659-23-116871 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 III, LP CENTRAL INDEX KEY: 0001791917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395940 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Memory SPV II, LP CENTRAL INDEX KEY: 0001666485 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395942 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 NT, LP CENTRAL INDEX KEY: 0001728851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395943 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 III NT, LP CENTRAL INDEX KEY: 0001791910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395938 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Fund III QP, LP CENTRAL INDEX KEY: 0001791916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395939 BUSINESS ADDRESS: STREET 1: 1751 RIVER RUN, SUITE 400 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817.984.9197 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 III, LP CENTRAL INDEX KEY: 0001831976 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395941 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: Cavu Management, LP CENTRAL INDEX KEY: 0001813270 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395944 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: Cavu Advisors, LLC CENTRAL INDEX KEY: 0001813310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395945 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: BP Directors, LP CENTRAL INDEX KEY: 0001813311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395937 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: Kreis Leslie W. CENTRAL INDEX KEY: 0001813316 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 231395946 MAIL ADDRESS: STREET 1: 1751 RIVER RUN, 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 tm2330521-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-08 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001813316 Kreis Leslie W. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813310 Cavu Advisors, LLC 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813270 Cavu Management, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001728851 BIOS Fund II NT, LP 1401 FOCH STREET, SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001666485 BIOS Memory SPV II, LP 1401 FOCH STREET, SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001831976 BIOS Equity Partners III, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001791917 BIOS Fund III, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001791916 BIOS Fund III QP, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001791910 BIOS Fund III NT, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813311 BP Directors, LP 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 I See Footnote 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 I See Footnote 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 second 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. Fletcher 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. Leslie W. Kreis, Jr. 2023-11-13 Cavu Advisors, LLC By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Fund II NT, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Memory SPV II, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Equity Partners III, LP By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13 BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr., Manager 2023-11-13