Sec Form 4 Filing - Fletcher Aaron G.L. @ COGNITION THERAPEUTICS INC - 2021-10-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fletcher Aaron G.L. 2. Issuer Name and Ticker or Trading Symbol COGNITION THERAPEUTICS INC [ CGTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COGNITION THERAPEUTICS, INC.,, 2500 WESTCHESTER AVE., 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2021 (Street) PURCHASE, NY10577 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/13/2021 C 1,424,014 A 1,424,014 I By Bios Memory SPV I, LP. Common Stock 10/13/2021 C 418,926 A 418,926 I By Bios Fund I, LP. Common Stock 10/13/2021 C 245,029 A 245,029 I By Bios Fund I, QP, LP. Common Stock 10/13/2021 C 78,298 A 78,298 I By Bios Fund II, LP. Common Stock 10/13/2021 C 255,765 A 255,765 I By Bios Fund II, QP, LP. Common Stock 10/13/2021 C 34,238 A 34,238 I By Bios Fund II, NT, LP. Common Stock 10/13/2021 P 23,341 A $ 12 57,579 I By Bios Fund II, NT, LP. Common Stock 10/13/2021 C 351,844 A 351,844 I By Bios Memory SPV II, LP. Common Stock 10/13/2021 X 33,495 A $ 0.032 385,339 I By Bios Memory SPV II, LP. Common Stock 10/13/2021 S( 3 ) 90.28 D $ 12 385,248 I By Bios Memory SPV II, LP. Common Stock 10/13/2021 C 41,620 A 41,620 I By Bios Fund III, LP. Common Stock 10/13/2021 C 24,263 A 65,883 I By Bios Fund III, LP. Common Stock 10/13/2021 P 22,129 A $ 12 88,012 I By Bios Fund III, LP. Common Stock 10/13/2021 C 596,899 A 596,899 I By Bios Fund III, QP, LP. Common Stock 10/13/2021 C 158,476 A 755,375 I By Bios Fund III, QP, LP. Common Stock 10/13/2021 P 144,530 A $ 12 899,905 I By Bios Fund III, QP, LP. Common Stock 10/13/2021 C 34,472 A 34,472 I By Bios Fund III, NT, LP. Common Stock 10/13/2021 C 25,593 A 60,065 I By Bios Fund III, NT, LP.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Convertible Preferred Stock ( 1 ) 10/13/2021 C 4,605,985 ( 1 ) ( 1 ) Common Stock 1,424,014 $ 0 0 D Series B Convertible Preferred Stock ( 1 ) 10/13/2021 C 1,355,017 ( 1 ) ( 1 ) Common Stock 418,926 $ 0 0 I By Bios Fund I, LP. Series B Convertible Preferred Stock ( 1 ) 10/13/2021 C 792,547 ( 1 ) ( 1 ) Common Stock 245,029 $ 0 0 I By Bios Fund I, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 253,256 ( 2 ) ( 2 ) Common Stock 78,298 $ 0 0 I By Bios Fund II, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 827,275 ( 2 ) ( 2 ) Common Stock 255,765 $ 0 0 I By Bios Fund II, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 1,138,040 ( 2 ) ( 2 ) Common Stock 351,844 $ 0 0 I By Bios Memory SPV II, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 110,744 ( 2 ) ( 2 ) Common Stock 34,238 $ 0 0 I By Bios Fund II, NT, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 134,626 ( 2 ) ( 2 ) Common Stock 41,620 $ 0 0 I By Bios Fund III, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 1,930,673 ( 2 ) ( 2 ) Common Stock 596,899 $ 0 0 I By Bios Fund III, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) 10/13/2021 C 111,504 ( 2 ) ( 2 ) Common Stock 34,472 $ 0 0 I By Bios Fund III, NT, LP. Warrant (right to buy) $ 0.032 10/13/2021 X 33,495 03/15/2016( 4 ) 03/15/2023( 4 ) Common Stock 33,495 $ 0 0 I By Bios Memory SPV II, LP. Simple Agreement for Future Equity ( 5 ) 10/13/2021 C 24,263 ( 5 ) ( 5 ) Common Stock $ 232,933.33 $ 0 0 I By Bios Fund III, LP. Simple Agreement for Future Equity ( 5 ) 10/13/2021 C 158,476 ( 5 ) ( 5 ) Common Stock $ 1,521,373.34 $ 0 0 I By Bios Fund III, QP, LP. Simple Agreement for Future Equity ( 5 ) 10/13/2021 C 25,593 ( 5 ) ( 5 ) Common Stock $ 245,693.33 $ 0 0 I By Bios Fund III, NT, LP.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fletcher Aaron G.L. C/O COGNITION THERAPEUTICS, INC., 2500 WESTCHESTER AVE., PURCHASE, NY10577 X Signatures By: /s/ Aaron Fletcher 10/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. ( 3 )On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts. ( 4 )The warrant expires on the earliest of (i) March 15, 2023, (ii) upon a liquidation, dissolution or winding up of the Company, (iii) the closing of a Sale Transaction (as defined in the warrant), (iv) upon the closing of the issuer's IPO or (v) upon repayment of a promissory note issued in connection with the warrant. ( 5 )The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

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