X0306 4 2022-11-16 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 0 0 0001813845 BIOS Capital Management, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813844 BIOS Advisors GP, LLC 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813314 Bios Equity Partners, 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 0001643749 BIOS Memory SPV I, LP 1751 RIVER RUN, SUITE 400 FORT WORTH TX 76107 0 0 1 0 0001813313 Bios Equity Partners II, 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 Common Stock 2022-11-16 5 P 0 E 8722 1.40 A 324760 I By Bios Fund III NT, LP Common Stock 2022-11-16 5 P 0 E 54009 1.40 A 2009686 I By Bios Fund III QP, LP Common Stock 2022-11-16 5 P 0 E 8269 1.40 A 307877 I 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 Bios Equity Partners, LP ("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 I, LP ("Bios Memory I"). 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"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). 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 Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr. Mr. Kries, Cavu Management, Cavu Advisors, Mr. 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 SPV 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. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. 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. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. This Form 4 is the first of two Forms 4 filed relating to the same event. 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 person. The second Form 4 was filed by Leslie W. Kreis, Jr. as the designated filer. /s/ Aaron G.L. Fletcher 2022-11-17 Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-11-17 Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 2022-11-17 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 2022-11-17 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 2022-11-17 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 2022-11-17 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 2022-11-17 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 2022-11-17 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 2022-11-17 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 2022-11-17