UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Cognition
Therapeutics, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
19243B 102
(CUSIP Number)
Bios Equity Partners,
LP
1751 River Run, Suite 400
Fort Worth, Texas 76107
Tel: (817) 984-9197
With a Copy to:
Rick Jordan
Polsinelli PC
2950 N. Harwood St., Suite 2100
Dallas, Texas 75201
Tel: (214) 397-0030
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
November
8, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
MEMORY SPV I, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
1,424,014 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
1,424,014 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,424,014
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Memory SPV I, LP (“Bios Memory I”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
MEMORY SPV II, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
385,248 (1) |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
385,248 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,248
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 385,248 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Memory SPV II, LP (“Bios Memory II”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND I, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
418,926 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
418,926 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,926
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 418,926 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund I, LP (“Bios Fund I”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND I QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
245,029 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
245,029 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,029
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 245,029 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund I QP, LP (“Bios Fund I QP”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND II, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
78,298 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
78,298 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,298
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 78,298 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund II, LP (“Bios Fund II”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND II QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
255,765 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
255,765 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,765
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists of
255,765 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Fund II QP, LP (“Bios Fund II QP”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND II NT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
34,238 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
34,238 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,238
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 34,238 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund II NT, LP (“Bios Fund II NT”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND III, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES
|
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
309,748 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
309,748 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,748
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists of 309,748 outstanding
shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios Fund III, LP (“Bios
Fund III”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND III QP, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
2,021,906 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
2,021,906 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,021,906
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 2,021,906 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund III QP, LP (“Bios Fund III QP”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
FUND III NT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
326,733 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
326,733 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,733
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 326,733 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Fund III NT, LP (“Bios Fund III NT”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
CLINICAL OPPORTUNITY FUND, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
500,095 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
500,095 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,095
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 500,095 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Clinical Opportunity Fund, LP (“Bios COF Fund”) as of the date hereof.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios COF Fund on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BP
DIRECTORS, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
6,000 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,000 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000
(1)
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
(2)
|
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of options to purchase 6,000 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, which are exercisable or will be immediately
exercisable within 60 days of the date hereof (the “Bios Directors Options”). 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 (including the Bios Directors Options) merely as a nominee for Bios Directors.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
EQUITY PARTNERS, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
1,055,203 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
1,055,203 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,055,203
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of (i) 418,926 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Fund I, LP (“Bios Fund I”), (ii) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios
Fund I QP”), (iii) 385,248 Shares directly held by Bios Memory SPV II, LP (“Bios Memory II”),
in each case, as of the date hereof, and (iv) options to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners,
LP (“Bios Equity I”) is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors.
In its capacity as the general partner of these entities, Bios Equity I may be deemed to have shared voting and/or dispositive power
with respect to Shares directly or indirectly held by these entities.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
EQUITY PARTNERS II, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
368,301 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
368,301 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,301
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of (i) 78,298 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Fund II, LP (“Bios Fund II”), (ii) 255,765 outstanding Shares directly held by Bios Fund II QP,
LP (“Bios Fund II QP”) and (iii) 34,238 outstanding Shares directly held by Bios Fund II NT, LP (“Bios
Fund II NT”), in each case, as of the date hereof. Bios Equity Partners II, LP (“Bios Equity II”) is
the general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT. In its capacity as the general partner of these
entities, Bios Equity II may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly
held by these entities.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
EQUITY PARTNERS III, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
2,658,387 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
2,658,387 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,658,387
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of (i) 309,748 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Fund III, LP (“Bios Fund III”), (ii) 2,021,906 outstanding Shares directly held by Bios Fund III
QP, LP (“Bios Fund III QP”) and (iii) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios
Fund III NT”), in each case, as of the date hereof. Bios Equity Partners III, LP (“Bios Equity III”)
is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT. In its capacity as the general partner
of these entities, Bios Equity III may be deemed to have shared voting and/or dispositive power with respect to Shares directly
or indirectly held by these entities.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
EQUITY COF, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
500,095 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
500,095 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,095
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of 500,095 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held by Bios
Clinical Opportunity Fund, LP (“Bios COF Fund”) as of the date hereof. Bios Equity COF, LP (“Bios Equity COF”)
is the general partner of Bios COF Fund. In its capacity as the general partner of this entity, Bios Equity COF may be deemed to
have shared voting and/or dispositive power with respect to Shares directly or indirectly held by these entities.
(2) Based
on 30,917,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
CAVU
MANAGEMENT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
5,505,905 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
5,505,905 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,905
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), in each case, as of the
date hereof, and (xi) options to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a
director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios
Directors Options”) and indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively
the “Bios Equity I Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios
Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP
and Bios Fund III NT (collectively the “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”)
is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. In its capacity as a general
partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I, Cavu Management may be deemed to have
shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I Entities, the Bios
Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
CAPITAL MANAGEMENT, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
6,006,000 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,006,000 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,006,000
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
(2) |
14 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), (xi) 500,095 Shares directly
held by Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) in each case, as of the date hereof, and (xii) options
to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a director of the Issuer, which are
exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios Directors Options”) and
indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the
general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I
Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios
Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios Equity Partners III,
LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT
(collectively the “Bios Equity III Entities”). Bios Equity COF, LP (“Bios Equity COF”) is the general partner
of Bios COF Fund. Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, and is the general partner of Bios Equity COF. In its capacity as a general partner of Bios
Equity I, Bios Equity II, Bios Equity III and Bios Memory I and the general partner of Bios Equity COF, Bios Management
may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
CAVU
ADVISORS, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
5,505,905 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
5,505,905 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,905
(1)
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
(2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), in each case, as of the
date hereof, and (xi) options to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a
director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios
Directors Options”) and indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively
the “Bios Equity I Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios
Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP
and Bios Fund III NT (collectively the “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”)
is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. Cavu Advisors, LLC (“Cavu
Advisors”) is the general partner of Cavu Management, and therefore may be deemed to have shared voting and/or dispositive power
with respect to Shares directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III
Entities and Bios Memory I.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
BIOS
ADVISORS GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS,
UNITED STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
6,006,000 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,006,000 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,006,000
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
(2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), (xi) 500,095 Shares directly
held by Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) in each case, as of the date hereof, and (xii) options
to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a director of the Issuer, which are
exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios Directors Options”) and
indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the
general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I
Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios
Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios Equity Partners III,
LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT
(collectively the “Bios Equity III Entities”). Bios Equity COF, LP (“Bios Equity COF”) is the general partner
of Bios COF Fund. Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, and is the general partner of Bios Equity COF. Bios Advisors GP, LLC (“Bios Advisors”)
is the general partner of Bios Management, and therefore, may be deemed to have shared voting and/or dispositive power with respect to
Shares directly or indirectly held by the Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities,
Bios Memory I and Bios COF Fund.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
LESLIE
WAYNE KREIS, JR. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF,
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
5,505,905 (1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
5,505,905 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,905
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
(2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), in each case, as of the
date hereof, and (xi) options to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a
director of the Issuer, which are exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios
Directors Options”) and indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively
the “Bios Equity I Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios
Equity Partners III, LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP
and Bios Fund III NT (collectively the “Bios Equity III Entities”). Cavu Management, LP (“Cavu Management”)
is a general partner of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory I. Cavu Advisors, LLC (“Cavu
Advisors”), an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors,
Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the
Bios Equity I Entities, the Bios Equity II Entities, the Bios Equity III Entities and Bios Memory I.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
CUSIP
No. 19243B 102 |
|
1 |
NAME
OF REPORTING PERSONS
AARON
GLENN LOUIS FLETCHER |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF,
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES |
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
6,006,000
(1) |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
6,006,000
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,006,000
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS |
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%(2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
(1) Consists
of (i) 1,424,014 outstanding shares of common stock of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”), (ii) 385,248 outstanding Shares directly held by Bios Memory SPV II,
LP (“Bios Memory II”), (iii) 418,926 Shares directly held by Bios Fund I, LP (“Bios Fund I”),
(iv) 245,029 Shares directly held by Bios Fund I QP, LP (“Bios Fund I QP”), (v) 78,298 outstanding
Shares directly held by Bios Fund II, LP (“Bios Fund II”), (vi) 255,765 outstanding Shares directly held by
Bios Fund II QP, LP (“Bios Fund II QP”), (vii) 34,238 outstanding Shares directly held by Bios Fund II
NT, LP (“Bios Fund II NT”), (viii) 309,748 outstanding Shares, directly held by Bios Fund III, LP (“Bios
Fund III”), (ix) 2,021,906 outstanding Shares directly held by Bios Fund III QP, LP (“Bios Fund III QP”),
(x) 326,733 Shares directly held by Bios Fund III NT, LP (“Bios Fund III NT”), (xi) 500,095 Shares directly
held by Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) in each case, as of the date hereof, and (xii) options
to purchase 6,000 Shares granted in consideration for Dr. Fletcher’s services as a director of the Issuer, which are
exercisable or will be immediately exercisable within 60 days of the date hereof (the “Bios Directors Options”) and
indirectly held by BP Directors, LP (“Bios Directors”). Bios Equity Partners, LP (“Bios Equity I”) is the
general partner of Bios Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively the “Bios Equity I
Entities”). Bios Equity Partners II, LP (“Bios Equity II”) is the general partner of Bios Fund II, Bios
Fund II QP and Bios Fund II NT (collectively the “Bios Equity II Entities”). Bios Equity Partners III,
LP (“Bios Equity III”) is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT
(collectively the “Bios Equity III Entities”). Bios Equity COF, LP (“Bios Equity COF”) is the general partner
of Bios COF Fund. Bios Capital Management, LP (“Bios Management”) is a general partner of Bios Equity I, Bios Equity II,
Bios Equity III and Bios Memory I, and is the general partner of Bios Equity COF. Bios Advisors GP, LLC (“Bios Advisors”),
an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher
may be deemed to have shared voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund.
(2) Based
on 30,923,177 Shares, which consists of (i) 30,417,082 Shares outstanding as of October 31, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, (ii) 500,095 Shares
issued to Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) on November 8, 2023 and (iii) 6,000 Shares issuable
upon the exercise of the Bios Directors Options.
Explanatory
Note
This amendment
(this “Amendment No. 3”) hereby amends the Schedule 13D originally filed by certain Reporting Persons (as defined
below) on October 25, 2021 (the “Original Statement”), as amended by that certain Amendment No. 1 filed with the Securities
and Exchange Commission on February 1, 2022 (“Amendment No. 1”) and that certain Amendment No. 2 filed with the Securities
and Exchange Commission on December 5, 2022 (“Amendment No. 2” and, together with the Original Statement and Amendment No.
1, the “Prior Statements”). The securities to which the Schedule 13D relates are the shares of common stock, par value
$0.001 per share (“Shares”), of Cognition Therapeutics, Inc., a Delaware corporation (the “Issuer”). The purpose
of this Amendment No. 3 is to report a greater than 1% increase in the percentage of shares beneficially owned by the Reporting
Persons and the addition of Bios Clinical Opportunity Fund, LP (“Bios COF Fund”) and Bios Equity COF, LP (“Bios Equity
COF”) as Reporting Persons hereunder. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged.
Capitalized terms used herein but not defined in this Amendment No. 3 shall have the meanings ascribed to such terms in the Prior
Statements.
Item
2. IDENTITY AND BACKGROUND
(a)
This Schedule
13D is being filed jointly by:
|
(i) |
Bios Memory
SPV I, LP, a Texas limited partnership (“Bios Memory I”); |
|
(ii) |
Bios Memory
SPV II, LP, a Texas limited partnership (“Bios Memory II”); |
|
(iii) |
Bios Fund
I, LP, a Delaware limited partnership (“Bios Fund I”); |
|
(iv) |
Bios Fund
I QP, LP, a Delaware limited partnership (“Bios Fund QP I”); |
|
(v) |
Bios Fund
II, LP, a Delaware limited partnership (“Bios Fund II”); |
|
(vi) |
Bios Fund
II QP, LP, a Delaware limited partnership (“Bios Fund II QP”); |
|
(vii) |
Bios Fund
II NT, LP, a Delaware limited partnership (“Bios Fund II NT”); |
|
(viii) |
Bios Fund
III, LP, a Delaware limited partnership (“Bios Fund III”); |
|
(ix) |
Bios Fund
III QP, LP, a Delaware limited partnership (“Bios Fund III QP”); |
|
(x) |
Bios Fund III
NT, LP, a Delaware limited partnership (“Bios Fund III NT”);
|
|
(xi) |
Bios Clinical
Opportunity Fund, LP, a Delaware limited partnership (“Bios COF Fund”);
|
|
(xii) |
BP Directors,
LP, a Delaware limited partnership (“Bios Directors”); |
|
(xiii) |
Bios Equity
Partners, LP, a Texas limited partnership (“Bios Equity I”); |
|
(xiv) |
Bios Equity
Partners II, LP, a Texas limited partnership (“Bios Equity II”); |
|
(xv) |
Bios Equity
Partners III, LP, a Texas limited partnership (“Bios Equity III”);
|
|
(xvi) |
Bios Equity
COF, LP, a Texas limited partnership (“Bios Equity COF”); |
|
(xvii) |
Cavu Management,
LP, a Texas limited partnership (“Cavu Management”); |
|
(xviii) |
Bios Capital
Management, LP, a Texas limited partnership (“Bios Management”); |
|
(xix) |
Cavu Advisors,
LLC, a Texas limited liability company (“Cavu Advisors”); |
|
(xx) |
Bios Advisors
GP, LLC, a Texas limited liability company (“Bios Advisors”); |
|
(xxi) |
Leslie
Wayne Kreis, Jr., a United States citizen (“Mr. Kreis”); and |
|
(xxii) |
Aaron
Glenn Louis Fletcher, Ph.D. a United States citizen (“Dr. Fletcher”). |
The foregoing are
referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below.
The Reporting Persons
may be deemed part of a group within the meaning of Section 13(d) of the Act. Bios Equity I is the general partner of Bios
Fund I, Bios Fund I QP, Bios Memory II and Bios Directors (collectively, “Bios Equity I Entities”). Bios Equity II is the
general partner of Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively, “Bios Equity II Entities”). Bios Equity
III is the general partner of Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, “Bios Equity III Entities”).
Bios Equity COF is the general partner of Bios COF Fund. Cavu Management and Bios Management are the general partners of Bios Equity
I, Bios Equity II, Bios Equity III and Bios Memory I, and Bios Management is the general partner of Bios Equity COF. Cavu Advisors, an
entity controlled by Mr. Kreis, is the general partner of Cavu Management. Bios Advisors, an entity controlled by Dr. Fletcher,
is the general partner of Bios Management. Due to the foregoing relationships, Bios Equity I, Bios Equity II, Bios Equity III, Bios Equity
COF, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis and Dr. Fletcher may be deemed to have shared
voting and/or dispositive power with respect to Shares directly or indirectly held by the Bios Equity I Entities, the Bios Equity II
Entities, the Bios Equity III Entities, Bios Memory I and Bios COF Fund (together, the “Bios Equity Entities”). The filing
of this Amendment No. 3 shall not be construed as an admission that the Reporting Persons are part of a group within the meaning
of Section 13(d) of the Act.
(b)
The
principal business address of each Reporting Person is 1751 River Run, Suite 400, Fort Worth, Texas 76107.
(c)
|
(i) |
The principal
business of Bios Memory I is to invest in securities; |
|
(ii) |
The principal
business of Bios Memory II is to invest in securities; |
|
(iii) |
The principal
business of Bios Fund I is to invest in securities; |
|
(iv) |
The principal
business of Bios Fund I QP is to invest in securities; |
|
(v) |
The principal
business of Bios Fund II is to invest in securities; |
|
(vi) |
The principal
business of Bios Fund II QP is to invest in securities; |
|
(vii) |
The principal
business of Bios Fund II NT is to invest in securities; |
|
(viii) |
The principal
business of Bios Fund III is to invest in securities; |
|
(ix) |
The principal
business of Bios Fund III QP is to invest in securities; |
|
(x) |
The principal
business of Bios Fund III NT is to invest in securities;
|
|
(xi) |
The principal
business of Bios COF Fund is to invest in securities; |
|
(xii) |
The principal
business of Bios Directors is to invest in securities; |
|
(xiii) |
The principal
business of Bios Equity I is to serve as the sole general partner of Bios Fund I, Bios Fund I QP, Bios Memory II, Bios Directors
and other related entities; |
|
(xiv) |
The principal
business of Bios Equity II is to serve as the sole general partner of Bios Fund II, Bios Fund II QP, Bios Fund II NT and other related
entities; |
|
(xv) |
The principal
business of Bios Equity III is to serve as the sole general partner of Bios Fund III, Bios Fund III QP, Bios Fund III NT and other
related entities;
|
|
(xvi) |
The principal
business of Bios Equity COF is to serve as the sole general partner of Bios COF Fund and other related entities. |
|
(xvii) |
The principal
business of Cavu Management is to serve as a general partner of Bios Equity I, Bios Equity II, Bios Equity III, Bios Memory I and
other related entities; |
|
(xviii) |
The principal
business of Bios Management is to serve as a general partner of Bios Equity I, Bios Equity II, Bios Equity III, Bios Equity COF,
Bios Memory I and other related entities; |
|
(xix) |
The principal
business of Cavu Advisors is to serve as the sole general partner of Cavu Management and other related entities; |
|
(xx) |
The principal
business of Bios Advisors is to serve as the sole general partner of Bios Management and other related entities; |
|
(xxi) |
The principal
occupation of Mr. Kreis is to serve as the sole manager of Cavu Advisors and as a co-manager of each of Bios Memory I, Bios
Fund I, Bios Fund I QP, Bios Memory II, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund III QP, Bios Fund
III NT, Bios Directors and other related entities; and |
|
(xxii) |
The principal
occupation of Dr. Fletcher is to serve as the sole manager of Bios Advisors and Bios COF Fund and as a co-manager of each of
Bios Memory I, Bios Fund I, Bios Fund I QP, Bios Memory II, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Fund III, Bios Fund
III QP, Bios Fund III NT and other related entities. Dr. Fletcher also currently serves as a director of the Issuer. |
(f)
The
information set forth in Item 2(a) of this Amendment No. 3 is incorporated herein by reference.
Item
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November
8, 2023, Bios COF Fund purchased 500,095 Shares in an at-the-market offering through Cantor Fitzgerald & Co. and B. Riley Securities,
Inc. acting as sales agents. Bios COF Fund purchased the Shares using working capital from capital contributions and funds from lines
of credit entered into in the ordinary course of business.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b)
The information
contained on the cover pages of this Schedule 13D is incorporated herein by reference.
(c)
Except as otherwise
disclosed in Item 3 above, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of their
respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer during the 60 days
prior to the date hereof.
Item 6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k) promulgated
under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to
the joint filing of this Amendment No. 3 and any further amendment or amendments to the Schedule 13D. The foregoing description
of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement,
a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.
Item 7. MATERIAL
TO BE FILED AS EXHIBITS
Exhibit 99.1 : Joint Filing Agreement
Exhibit 99.2: Power of Attorney
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November
13, 2023
|
BIOS MEMORY SPV I, LP |
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
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|
|
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|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
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|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
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|
|
Leslie Wayne Kreis, Jr., |
|
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|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
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|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
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Aaron Glenn Louis Fletcher, |
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|
Manager |
|
By: |
Bios Equity Partners, LP, |
|
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
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|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
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|
|
Leslie Wayne Kreis, Jr. |
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|
Manager |
|
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By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
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By: |
Bios Advisors GP, LLC, |
|
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|
|
its general partner |
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|
|
|
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|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
|
Aaron Glenn Louis Fletcher |
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Manager |
|
BIOS FUND I, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
|
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its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr. |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher |
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Manager |
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BIOS FUND I QP, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND II, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr. |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
Aaron Glenn Louis Fletcher |
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Manager |
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BIOS FUND II QP, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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|
its general partner |
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By: |
Bios Advisors GP, LLC, |
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|
its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS FUND II NT, LP |
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By: |
Bios Equity Partners II, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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|
its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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|
Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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|
its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
Aaron Glenn Louis Fletcher, |
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Manager |
|
BIOS FUND III, LP |
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By: |
Bios Equity Partners III, LP, |
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|
its general partner |
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By: |
Cavu Management, LP, |
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|
its general partner |
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By: |
Cavu Advisors, LLC, |
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|
its general partner |
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|
|
|
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|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
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|
|
Leslie Wayne Kreis, Jr., |
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|
Manager |
|
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|
By: |
Bios Capital Management, LP, |
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|
its general partner |
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|
By: |
Bios Advisors GP, LLC, |
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|
its general partner |
|
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|
|
|
|
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|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
|
Aaron Glenn Louis Fletcher, |
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|
Manager |
|
BIOS FUND III QP, LP |
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|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
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|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
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By: |
Cavu Advisors, LLC, |
|
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|
|
its general partner |
|
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|
|
|
|
|
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|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
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|
|
|
Leslie Wayne Kreis, Jr., |
|
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|
|
|
Manager |
|
|
|
|
|
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|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
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|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III NT, LP |
|
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|
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|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
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|
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|
Manager |
|
BIOS CLINICAL OPPORTUNITY FUND, LP |
|
|
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|
|
By: |
Bios Equity COF, LP, |
|
|
its general partner |
|
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|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
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|
Manager |
|
BP Directors, LP |
|
|
|
|
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS II, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS III, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY COF, LP |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
CAVU MANAGEMENT, LP |
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
Manager |
|
BIOS CAPITAL MANAGEMENT, LP |
|
|
|
By: |
Bios Advisors GP, LLC |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
Manager |
|
CAVU ADVISORS, LLC |
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
Leslie Wayne Kreis, Jr., |
|
|
Manager |
|
BIOS ADVISORS GP, LLC |
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
Aaron Glenn Louis Fletcher, |
|
|
Manager |
|
/s/
Leslie Wayne Kreis, Jr. |
|
|
LESLIE
WAYNE KREIS, JR., in his individual capacity |
|
|
|
/s/
Aaron Glenn Louis Fletcher |
|
|
AARON
GLENN LOUIS FLETCHER, in his individual capacity |
Exhibit
99.1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the shares of common stock, par value $0.001, of Cognition Therapeutics, Inc. a Delaware corporation (the “Issuer”),
unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule
13D filings.
The undersigned further agree that each
party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness
and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and
accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate.
The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.
This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto
have caused this Joint Filing Agreement to be duly executed effective as of November 13, 2023.
Dated: November 13,
2023
|
BIOS MEMORY SPV I, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS MEMORY SPV II, LP |
|
|
|
|
|
|
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND I, LP |
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND I QP, LP |
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND II, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND II QP, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND II NT, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
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|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III QP, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III NT, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS CLINICAL OPPORTUNITY FUND, LP |
|
|
|
|
|
By: |
Bios Equity COF, 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 |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BP Directors, LP |
|
|
|
|
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS II, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY PARTNERS III, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS EQUITY COF, LP |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
CAVU MANAGEMENT, LP |
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
Manager |
|
|
|
BIOS CAPITAL MANAGEMENT, LP |
|
|
|
By: |
Bios Advisors GP, LLC |
|
|
its general partner |
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
Manager |
|
|
|
CAVU ADVISORS, LLC |
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
Manager |
|
BIOS ADVISORS GP, LLC |
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
Aaron Glenn Louis Fletcher, |
|
|
Manager |
|
/s/
Leslie Wayne Kreis, Jr. |
|
LESLIE WAYNE KREIS, JR., in his individual
capacity |
|
|
|
/s/ Aaron
Glenn Louis Fletcher |
|
AARON GLENN LOUIS FLETCHER, in his individual
capacity |
Exhibit
99.2
POWER OF ATTORNEY
The undersigned hereby constitute
and appoint Daniel Schwarz, the lawful attorney-in-fact and agent with full power and authority to execute and file on the
undersigned’s behalf, any and all instruments including Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”),
and any amendments, supplements or successor forms thereto pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigned’s
reporting obligations with respect to securities of Cognition Therapeutics, Inc., a Delaware corporation, pursuant to Section 13(d)
of the Exchange Act and Section 16(b) of the Exchange Act.
The
authority of such attorney-in-fact shall continue until the undersigned is no longer required to file any of the Filings, unless
earlier revoked in writing. The undersigned hereby ratifies, confirms and approves in all respects all Filings (including amendments
thereto) and actions taken by any of the attorney-in-fact relating to such Filings.
The
undersigned acknowledges that the attorneys-in-fact are not assuming any of the undersigned’s responsibilities to comply
with Section 13 or Section 16 of the Exchange Act.
IN WITNESS
WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Dated:
November 13, 2023
|
BIOS MEMORY SPV I, LP |
|
|
|
By: |
Cavu Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
Manager |
|
|
|
By: |
Bios Capital Management, LP, |
|
|
its general partner |
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
Manager |
|
BIOS MEMORY SPV II, LP |
|
|
|
|
|
|
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND I, LP |
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND I QP, LP |
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND II, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Manager |
|
BIOS FUND II QP, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND II NT, LP |
|
|
|
By: |
Bios Equity Partners II, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III QP, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Leslie
Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS FUND III NT, LP |
|
|
|
By: |
Bios Equity Partners III, LP, |
|
|
its general partner |
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
|
|
|
|
|
Leslie Wayne Kreis, Jr., |
|
|
|
|
|
Manager |
|
|
|
|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BIOS CLINICAL OPPORTUNITY FUND, LP |
|
|
|
|
|
By: |
Bios Equity COF, 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 |
|
|
|
|
|
Aaron Glenn Louis Fletcher, |
|
|
|
|
|
Manager |
|
BP Directors, LP |
|
|
|
|
|
|
|
By: |
Bios Equity Partners, LP, |
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS EQUITY PARTNERS, LP |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie
Wayne Kreis, Jr. |
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Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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By: |
/s/
Aaron Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS EQUITY PARTNERS II, LP |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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|
Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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|
its general partner |
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By: |
Bios Advisors GP, LLC, |
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|
its general partner |
|
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS EQUITY PARTNERS III, LP |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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|
its general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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|
Leslie Wayne Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
|
|
its general partner |
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By: |
Bios Advisors GP, LLC, |
|
|
|
its general partner |
|
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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Aaron Glenn Louis Fletcher, |
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Manager |
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BIOS EQUITY COF, LP |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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|
its general partner |
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By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
|
Aaron Glenn Louis Fletcher, |
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|
Manager |
|
CAVU MANAGEMENT, LP |
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By: |
Cavu Advisors, LLC, |
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|
its general partner |
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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|
Leslie Wayne Kreis, Jr., |
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Manager |
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BIOS CAPITAL MANAGEMENT, LP |
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|
By: |
Bios Advisors GP, LLC |
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|
its general partner |
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|
|
By: |
/s/ Aaron
Glenn Louis Fletcher |
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|
Aaron Glenn Louis Fletcher |
|
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|
Manager |
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|
CAVU ADVISORS, LLC |
|
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By: |
/s/
Leslie Wayne Kreis, Jr. |
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|
Leslie Wayne Kreis, Jr., |
|
|
Manager |
|
BIOS ADVISORS GP, LLC |
|
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|
By: |
/s/
Aaron Glenn Louis Fletcher |
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|
Aaron Glenn Louis Fletcher, |
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Manager |
|
/s/
Leslie Wayne Kreis, Jr. |
|
LESLIE WAYNE KREIS, JR., in his individual
capacity |
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|
/s/ Aaron
Glenn Louis Fletcher |
|
AARON GLENN LOUIS FLETCHER, in his individual
capacity |
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