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