Aaron G.L. Fletcher - Sep 19, 2025 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role
Director, 10%+ Owner
Signature
Aaron G.L. Fletcher By: /s/ John Fucci, as attorney-in-fact
Stock symbol
CGTX
Transactions as of
Sep 19, 2025
Transactions value $
$6,492
Form type
4
Date filed
9/23/2025, 09:54 PM
Previous filing
Jun 30, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Fletcher Aaron G.L. Director, 10%+ Owner C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400, FORT WORTH Aaron G.L. Fletcher By: /s/ John Fucci, as attorney-in-fact 2025-09-23 0001789490

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CGTX Common Stock Options Exercise $6.49K +7.73K +15.94% $0.84 56.2K Sep 19, 2025 Direct F1, F2
holding CGTX Common Stock 500K Sep 19, 2025 By Bios Clinical Opportunity Fund, LP F6, F7
holding CGTX Common Stock 327K Sep 19, 2025 By Bios Fund III NT, LP F3, F4, F5, F7
holding CGTX Common Stock 2.02M Sep 19, 2025 By Bios Fund III QP, LP F3, F4, F5, F7
holding CGTX Common Stock 310K Sep 19, 2025 By Bios Fund III, LP F3, F4, F5, F7
holding CGTX Common Stock 1.42M Sep 19, 2025 By Bios Memory SPV I, LP F3, F4, F5, F7
holding CGTX Common Stock 419K Sep 19, 2025 By Bios Fund I, LP F3, F4, F5, F7
holding CGTX Common Stock 245K Sep 19, 2025 By Bios Fund I QP, LP F3, F4, F5, F7
holding CGTX Common Stock 78.3K Sep 19, 2025 By Bios Fund II, LP F3, F4, F5, F7
holding CGTX Common Stock 256K Sep 19, 2025 By Bios Fund II QP, LP F3, F4, F5, F7
holding CGTX Common Stock 34.2K Sep 19, 2025 By Bios Fund II NT, LP F3, F4, F5, F7
holding CGTX Common Stock 385K Sep 19, 2025 By Bios Memory SPV II, LP F3, F4, F5, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CGTX Stock Option (right to buy) Options Exercise $0 -7.73K -100% $0.00 0 Sep 19, 2025 Common Stock 7.73K $0.84 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Of the 56,229 shares reported as held directly by Aaron G.L. Fletcher ("Dr. Fletcher"), 7,729 shares, are held for the benefit of Dr. Fletcher and 48,500 shares, 34,000 of which represent restricted stock units, are held for the benefit of BP Directors, LP ("Bios Directors" and such securities the "Bios Directors Securities") under an agreement with Bios Directors pursuant to which Dr. Fletcher agreed that he will hold the Bios Directors Securities merely as a nominee for Bios Directors.
F2 Bios Directors may be deemed the direct or indirect beneficial owner of the Bios Directors 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 Bios Directors Securities through his or its respective indirect interest in Bios Directors.
F3 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").
F4 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.
F5 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.
F6 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.
F7 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.
F8 The option was written and fully vested before the reporting persons became Section 16 insiders of the Issuer and therefore was reported on the reporting persons' Form 3 filed on October 7, 2021.