BP Directors, LP - Jan 31, 2022 Form 3 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: Affiliate of director
Signature: BP Directors, 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
Stock symbol: CGTX
Transactions as of: Jan 31, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/1/2022, 06:33 PM

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
holding	CGTX	Stock Option (right to buy)							Jan 31, 2022	Common Stock	1.15K	$1.75	By Dr. Aaron Fletcher	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of options to purchase 1,145 shares of common stock of the Issuer, par value $0.001 per share ("Shares"), granted in consideration for Dr. Aaron Fletcher's services as a director of the Issuer. These options were granted to Dr. Fletcher on February 23, 2021, together with options to purchase 2,719 additional Shares (3,864 Shares in total).
F2	These options vests in four (4) equal annual installments beginning on February 1, 2022. These options were granted on February 23, 2021.
F3	Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors"). Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I. 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 Management.
F4	Pursuant to a preexisting agreement, Dr. Fletcher is deemed to hold the reported options (covering 1,145 Shares) for the benefit of Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported options, and Bios Equity I, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis and Dr. Fletcher (collectively, the "Bios Parties") may each be deemed the indirect beneficial owner of the reported options through his or its respective indirect interest in Bios Directors. In connection with a different event, each of the Bios Parties have filed a Form 3 covering securities of the Issuer.
F5	For purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of any of the reported securities except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.