SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last)

(First)

(Middle)

C/O COGNITION THERAPEUTICS, INC.,

2500 WESTCHESTER AVE.,

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	02/23/2031	Common Stock	3,865	$1.75	D
Stock Option (right to buy)	⁽³⁾	02/27/2030	Common Stock	7,729	$1.07	D
Stock Option (right to buy)	⁽⁴⁾	02/27/2030	Common Stock	3,865	$1.07	D
Stock Option (right to buy)	⁽²⁾	09/22/2025	Common Stock	7,729	$0.84	D
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,424,014	⁽⁵⁾	I	By Bios Memory SPV I, LP.⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	418,926	⁽⁵⁾	I	By Bios Fund I, LP.⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	245,029	⁽⁵⁾	I	By Bios Fund I, QP, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	78,298	⁽⁷⁾	I	By Bios Fund II, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	255,765	⁽⁷⁾	I	By Bios Fund II, QP, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	351,844	⁽⁷⁾	I	By Bios Memory SPV II, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	34,238	⁽⁷⁾	I	By Bios Fund II, NT, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	41,620	⁽⁷⁾	I	By Bios Fund III, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	596,899	⁽⁷⁾	I	By Bios Fund III, QP, LP.⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	34,472	⁽⁷⁾	I	By Bios Fund III, NT, LP.⁽⁶⁾
Warrant (Right to Buy)	03/15/2016⁽⁸⁾	03/15/2023⁽⁸⁾	Common Stock	33,495	$0.03	I	By Bios Memory SPV II, LP.⁽⁶⁾
Simple Agreement for Future Equity	⁽⁹⁾	⁽⁹⁾	Common Stock	$232,933.33	⁽⁹⁾	I	By Bios Fund III, LP.⁽⁶⁾
Simple Agreement for Future Equity	⁽⁹⁾	⁽⁹⁾	Common Stock	$1,521,373.34	⁽⁹⁾	I	By Bios Fund III, QP, LP.⁽⁶⁾
Simple Agreement for Future Equity	⁽⁹⁾	⁽⁹⁾	Common Stock	$245,693.33	⁽⁹⁾	I	By Bios Fund III, NT, LP.⁽⁶⁾

Explanation of Responses:

1. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 23, 2021.

2. The option is fully vested.

3. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.

4. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.

5. 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.

6. Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP . Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP and Bios Capital Management, LP are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Bios Advisors GP, LLC, an entity that is managed and controlled by the reporting person, is the general partner of Bios Capital Management, LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. 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.

8. 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.

9. 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.

	By: /s/ Lisa Ricciardi, Attorney-in-Fact	10/07/2021
	** Signature of Reporting Person	Date
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 5 (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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