| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CGTX | Common Stock | Conversion of derivative security | +1.42M | 1.42M | Oct 13, 2021 | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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.