Sec Form 3 Filing - BIOS Memory SPV I, LP @ COGNITION THERAPEUTICS INC - 2021-10-07

FORM 3 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 BIOS Memory SPV I, LP 2. Issuer Name and Ticker or Trading Symbol COGNITION THERAPEUTICS INC [ CGTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BIOS PARTNERS,, 1751 RIVER RUN, SUITE 400, 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2021 (Street) FORT WORTH,, TX76107 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

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 ) ( 1 ) ( 1 ) Common Stock 1,424,014 D Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 418,926 I By Bios Fund I, LP. Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 245,029 I By Bios Fund I, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 78,298 I By Bios Fund II, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 255,765 I By Bios Fund II, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 351,844 I By Bios Memory SPV II, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 34,238 I By Bios Fund II, NT, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 41,620 I By Bios Fund III, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 596,899 I By Bios Fund III, QP, LP. Series B-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 34,472 I By Bios Fund III, NT, LP. Warrant (Right to Buy) $ 0.03 03/15/2016( 3 ) 03/15/2023( 3 ) Common Stock 33,495 I By Bios Memory SPV II, LP. Simple Agreement for Future Equity ( 4 ) ( 4 ) ( 4 ) Common Stock $ 232,933 I By Bios Fund III, LP. Simple Agreement for Future Equity ( 4 ) ( 4 ) ( 4 ) Common Stock $ 1,521,373 I By Bios Fund III, QP, LP. Simple Agreement for Future Equity ( 4 ) ( 4 ) ( 4 ) Common Stock $ 245,693 I By Bios Fund III, NT, LP.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIOS Memory SPV I, LP C/O BIOS PARTNERS, 1751 RIVER RUN, SUITE 400, FORT WORTH,, TX76107 X Signatures /s/ Aaron G. L. Fletcher, Ph.D., Authorized Representative 10/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. ( 2 )The Series B-1 Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. ( 3 )The warrant expries 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 Initial Public Offering ("IPO") or (v) upon repayment of a promissory note issued in connection with the warrant. ( 4 )The Simple Agreement for Future Equity is convertible into Common Stock automatically upon the closing of the issuer's IPO and has no expiration date.

Remarks: This report is filed jointly by Bios Memory SPV I, LP, Cavu Management, LP, Aaron Fletcher and Leslie W. Kreis, Jr. Cavu Management, LP, an entity managed and controlled by Leslie W. Kreis, Jr., and Bios Capital Management, LP, an entity managed and controlled by Aaron Fletcher, are the general partners of Bios Memory SPV I, LP. Cavu Management, LP, Bios Capital Management, LP, and Messrs. Kreis and Fletcher each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

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).

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