Sec Form 4 Filing - Fletcher Aaron G.L. @ COGNITION THERAPEUTICS INC - 2023-11-08

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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2023 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 11/08/2023 A 500,095 ( 1 ) A $ 1.05 500,095 I By Bios Clinical Opportunity Fund, LP ( 7 ) ( 8 ) Common Stock 6,000 D ( 2 ) ( 3 ) Common Stock 326,733 I By Bios Fund III NT, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 2,021,906 I By Bios Fund III QP, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 309,748 I By Bios Fund III, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 1,424,014 I By Bios Memory SPV I, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 418,926 I By Bios Fund I, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 245,029 I By Bios Fund I QP, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 78,298 I By Bios Fund II, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 255,765 I By Bios Fund II QP, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 34,238 I By Bios Fund II NT, LP ( 4 ) ( 5 ) ( 6 ) ( 8 ) Common Stock 385,248 I By Bios Memory SPV II, LP ( 4 ) ( 5 ) ( 6 ) ( 8 )

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) $ 2.77 ( 9 ) 06/09/2033 Common Stock 6,000 6,000 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X Bios Equity Partners, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Fund I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Fund I QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Memory SPV I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X Bios Equity Partners II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, S UITE 400 FORT WORTH, TX76107 X X BIOS Fund II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X BIOS Fund II QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107 X X Signatures Aaron G.L. Fletcher 11/13/2023 Signature of Reporting Person Date Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/13/2023 Signature of Reporting Person Date Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 11/13/2023 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 11/13/2023 Signature of Reporting Person Date Bios Fund I, 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 11/13/2023 Signature of Reporting Person Date Bios Fund I QP, 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 11/13/2023 Signature of Reporting Person Date Bios Memory SPV I, 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 11/13/2023 Signature of Reporting Person Date Bios Equity Partners II, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/13/2023 Signature of Reporting Person Date Bios Fund II, LP By: Bios Equity Partners II, 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 11/13/2023 Signature of Reporting Person Date Bios Fund II QP, LP By: Bios Equity Partners II, 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 11/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 8, 2023, Bios Clinical Opportunity Fund, LP ("Bios COF Fund") purchased 500,095 shares of Common Stock in an at-the-market offering through Cantor Fitzgerald & Co. and B. Riley Securities, Inc. acting as sales agents. ( 2 )Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date. ( 3 )Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported 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 reported securities through his or its respective indirect interest in Bios Directors. ( 4 )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"). ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )The option vests in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director as of the applicable vesting date.

Remarks: This Form 4 is the first of three Section 16 filings relating to the same event, including one Form 3 and two Forms 4. The Form 3 is being filed by Bios COF Fund and Bios Equity COF to reflect their admission as members into the "group" (for Section 13 and Section 16 purposes) previously composed of each of the reporting persons included on this Form 4 and other Form 4 relating to the same event filed by Mr. Kreis as the designated filer. The Form 4 has been split into two filings 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.

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.
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