Sec Form 4/A Filing - Fletcher Aaron G.L. @ COGNITION THERAPEUTICS INC - 2022-06-10

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1751 RIVER RUN, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2022 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 06/13/2022 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Stock Option (right to buy)( 1 ) $ 1.92( 6 ) 06/10/2022 J( 1 ) 8,335( 1 ) ( 2 ) 06/10/2023 Common Stock 8,335( 1 )( 2 ) $ 0 11,054 D Stock Option (right to buy)( 1 ) $ 1.92( 6 ) 06/10/2022 J( 1 ) 2,469( 1 ) ( 2 ) 06/10/2023 Common Stock 2,469( 1 )( 2 ) $ 0 8,585 D Stock Option (right to buy)( 1 ) $ 1.92( 6 ) 06/10/2022 J( 1 ) 2,469( 1 ) ( 2 ) 06/10/2023 Common Stock 2,469( 1 )( 2 ) $ 0 3,614 I By: BP Directors, LP( 1 )( 3 )( 4 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fletcher Aaron G.L. 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X Bios Equity Partners, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X Cavu Management, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X BIOS Capital Management, LP 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X BIOS Advisors GP, LLC 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X Cavu Advisors, LLC 1751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X Kreis Leslie W. 751 RIVER RUN SUITE 400 FORT WORTH, TX76107 X X Signatures /s/ Aaron G.L. Fletcher 06/30/2022 Signature of Reporting Person Date 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 06/30/2022 Signature of Reporting Person Date Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ Leslie W. Kreis, Jr, Manager 06/30/2022 Signature of Reporting Person Date Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 06/30/2022 Signature of Reporting Person Date Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 06/30/2022 Signature of Reporting Person Date Cavu Advisors, LLC By: /s/ Leslie W. Kreis, Jr, Manager 06/30/2022 Signature of Reporting Person Date /s/ Leslie W. Kreis 06/30/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of options to purchase 8,335 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. ( 2 )These options vest in full on June 10, 2023. ( 3 )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. ( 4 )Pursuant to a preexisting agreement, Dr. Fletcher is deemed to hold the reported options 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 may each be deemed the indirect beneficial owner of the reported options through his or its respective indirect interest in Bios Directors. ( 5 )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 any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 6 )This amendment is being filed solely for the purpose of correcting a scrivener's error in this item. The correct exercise price is "$1.92" as shown herein, and not "$1.98" as was inadvertently entered in the original filing.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.