0001643749-22-000002.txt : 20220201 0001643749-22-000002.hdr.sgml : 20220201 20220201192457 ACCESSION NUMBER: 0001643749-22-000002 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211013 FILED AS OF DATE: 20220201 DATE AS OF CHANGE: 20220201 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580870 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580873 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 Memory SPV II, LP CENTRAL INDEX KEY: 0001666485 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580867 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580872 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580871 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, LP CENTRAL INDEX KEY: 0001791917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580866 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 II QP, LP CENTRAL INDEX KEY: 0001716869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580869 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 II NT, LP CENTRAL INDEX KEY: 0001728851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580868 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580864 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 22580865 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 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/A 1 primary_doc.xml PRIMARY DOCUMENT X0306 4/A 2021-10-13 2021-10-15 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001643749 BIOS Memory SPV I, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001697316 BIOS Fund I, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001700297 BIOS Fund I QP, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001714576 BIOS Fund II, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001716869 BIOS Fund II QP, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001728851 BIOS Fund II NT, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001666485 BIOS Memory SPV II, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791917 BIOS Fund III, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791916 BIOS Fund III QP, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001791910 BIOS Fund III NT, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 Common Stock 2021-10-13 4 C 0 1424014 A 1424014 D This line item is being re-reported here to gain access to the filing system for purposes of filing this amendment (this "Amendment") to the Form 4 filed by Bios Memory SPV I, LP on October 15, 2021 (the "Original Filing"). This Amendment is being filed to (i) add certain persons identified in the Original Filing as Reporting Persons and (ii) further describe the relationships between the Reporting Persons in footnotes 3, 4 and 5 of this Amendment. The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Leslie W. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Dr. Fletcher, is the general partner of Bios Capital Management, LP. Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management each share voting and investment control with respect to the shares held by the following entities: Bios Memory SPV I, LP, Bios Fund I, LP, Bios Fund I QP, LP, Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, Bios Memory SPV II, LP, Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP (collectively, the "Bios Equity Entities"). Because of the relationship between Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management, Cavu Management and the Bios Equity Entities, each of Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management may be deemed to beneficially own the shares held directly by the Bios Equity Entities. 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 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. This Amendment is the second of two amendments filed relating to the same event. The first amendment will be filed with respect to the Form 4 filed Aaron G. L. Fletcher on October 15, 2021 ("Fletcher Filing"). The Original Filing and the Fletcher were filed in connection with the same event and disclosed the same holdings of the Bios Equity Entities. These amendments are being filed separately 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. Bios Memory SPV I, LP, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-01-31 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 2022-01-31 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 2022-01-31 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 2022-01-31 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 2022-01-31 Bios Fund II NT, 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 2022-01-31 Bios Memory SPV 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 2022-01-31 Bios Fund III, LP, Bios Equity Partners III, 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 2022-01-31 Bios Fund III QP, LP, By: Bios Equity Partners III, 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 2022-01-31 Bios Fund III NT, LP, By: Bios Equity Partners III, 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 2022-01-31