X0609 4 2026-06-17 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001789490 Fletcher Aaron G.L. false C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813845 BIOS Capital Management, LP false 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813844 BIOS Advisors GP, LLC false 1751 RIVER RUN SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001813314 Bios Equity Partners, LP false 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001697316 BIOS Fund I, LP false 1401 FOCH STREET SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001716869 BIOS Fund II QP, LP false 1401 FOCH STREET SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001643749 BIOS Memory SPV I, LP false 1401 FOCH STREET, SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001813313 Bios Equity Partners II, LP false 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 1 0 1 0 0001714576 BIOS Fund II, LP false 1401 FOCH STREET SUITE 140 FORT WORTH TX 76107 1 0 1 0 0001700297 BIOS Fund I QP, LP false 1401 FOCH STREET, SUITE 140 FORT WORTH TX 76107 1 0 1 0 0 Common Stock 2026-06-17 4 A 0 25000 0 A 81229 D Common Stock 500095 I By Bios Clinical Opportunity Fund, LP Common Stock 326732 I By Bios Fund III NT, LP Common Stock 2021907 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 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 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's 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. Aaron G.L. Fletcher By: /s/ John Fucci, as attorney-in-fact 2026-06-22 Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 2026-06-22 Bios Advisors GP, LLC By: /s/ John Fucci, as attorney-in-fact 2026-06-22 Bios Equity Partners, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 2026-06-22 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/ John Fucci, as attorney-in-fact 2026-06-22 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/ John Fucci, as attorney-in-fact 2026-06-22 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/ John Fucci, as attorney-in-fact 2026-06-22 Bios Equity Partners II, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact 2026-06-22 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/ John Fucci, as attorney-in-fact 2026-06-22 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/ John Fucci, as attorney-in-fact 2026-06-22