BIOS Memory SPV I, LP

SEC source: 0001789490-26-000002 · primary_doc.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 81,229

F1 · shares: Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-25-061241 · tm2518563-1_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 48,500

F1 · shares: Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-24-070572 · tm2416970-1_4seq1.xml · derivative · entry 13

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,500

Underlying: Common Stock · 8,500 shares

Expires 2034-06-07

F8 · derivative.exercise_date: The option vests in full on the earlier of (i) June 7, 2025 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-24-070572 · tm2416970-1_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 14,500

F1 · shares: Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 7, 2025 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-23-116868 · tm2330521-2_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Bios Clinical Opportunity Fund, LP

Disclosed balance after: 500,095

F1 · shares: On November 8, 2023, Bios Clinical Opportunity Fund, LP ("Bios COF Fund") purchased 500,095 shares of Common Stock in an at-the-market offering through Cantor Fitzgerald & Co. and B. Riley Securities, Inc. acting as sales agents.

F7 · ownership.nature: Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. Bios Management is the general partner of Bios Equity COF. Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF Fund. Because of the relationship between Dr. Fletcher, Bios Management, Bios Advisors and Bios COF Fund, Dr. Fletcher, Bios Management and Bios Advisors may be deemed to beneficially own the shares held directly by Bios COF Fund.

F8 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-23-070932 · tm2318644-1_4seq1.xml · derivative · entry 12

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,000

Underlying: Common Stock · 6,000 shares

Expires 2033-06-09

F7 · derivative.exercise_date: The option vests in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-23-070932 · tm2318644-1_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,000

F1 · shares: Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.

F2 · ownership.direct: Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

SEC source: 0001104659-22-122625 · tm2231503-2_4seq1.xml · nonDerivative · entry 3

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP

Disclosed balance after: 309,748

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.64 to $2.65, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").

F2 · ownership.nature: Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kreis, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-122625 · tm2231503-2_4seq1.xml · nonDerivative · entry 2

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III QP, LP

Disclosed balance after: 2,021,906

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.64 to $2.65, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").

F2 · ownership.nature: Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kreis, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-122625 · tm2231503-2_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director · 10% owner

BIOS Capital Management, LP · CIK 0001813845 · Director · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · Director · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · Director · 10% owner

BIOS Fund I, LP · CIK 0001697316 · Director · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · Director · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · Director · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · Director · 10% owner

BIOS Fund II, LP · CIK 0001714576 · Director · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III NT, LP

Disclosed balance after: 326,733

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.64 to $2.65, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").

F2 · ownership.nature: Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kreis, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119721 · tm2230532-4_4seq1.xml · nonDerivative · entry 3

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Bios Fund III, LP

Disclosed balance after: 307,877

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119721 · tm2230532-4_4seq1.xml · nonDerivative · entry 2

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III QP, LP

Disclosed balance after: 2,009,686

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119721 · tm2230532-4_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III NT, LP

Disclosed balance after: 324,760

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119341 · tm2230532-2_4seq1.xml · nonDerivative · entry 3

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Bios Fund III, LP

Disclosed balance after: 299,608

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119341 · tm2230532-2_4seq1.xml · nonDerivative · entry 2

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III QP, LP

Disclosed balance after: 1,955,677

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-22-119341 · tm2230532-2_4seq1.xml · nonDerivative · entry 1

Fletcher Aaron G.L. · CIK 0001789490 · Director

BIOS Capital Management, LP · CIK 0001813845 · 10% owner

BIOS Advisors GP, LLC · CIK 0001813844 · 10% owner

Bios Equity Partners, LP · CIK 0001813314 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

Bios Equity Partners II, LP · CIK 0001813313 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III NT, LP

Disclosed balance after: 316,038

F1 · ownership.nature: Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.

F2 · ownership.nature: Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.

F3 · ownership.nature: Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F4 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 32

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, NT, LP.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.exercise_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.expiration_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 31

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, QP, LP.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.exercise_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.expiration_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 30

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP.

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.exercise_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F5 · derivative.expiration_date: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 29

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Memory SPV II, LP.

Disclosed balance after: 0

Underlying: Common Stock · 33,495 shares

Expires 2023-03-15

F4 · derivative.exercise_date: The warrant expires on the earliest of (i) March 15, 2023, (ii) upon a liquidation, dissolution or winding up of the Company, (iii) the closing of a Sale Transaction (as defined in the warrant), (iv) upon the closing of the issuer's IPO or (v) upon repayment of a promissory note issued in connection with the warrant.

F4 · derivative.expiration_date: The warrant expires on the earliest of (i) March 15, 2023, (ii) upon a liquidation, dissolution or winding up of the Company, (iii) the closing of a Sale Transaction (as defined in the warrant), (iv) upon the closing of the issuer's IPO or (v) upon repayment of a promissory note issued in connection with the warrant.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 28

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, NT, LP.

Disclosed balance after: 0

Underlying: Common Stock · 34,472 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 27

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, QP, LP.

Disclosed balance after: 0

Underlying: Common Stock · 596,899 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 26

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP.

Disclosed balance after: 0

Underlying: Common Stock · 41,620 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 25

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, NT, LP.

Disclosed balance after: 0

Underlying: Common Stock · 34,238 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 24

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Memory SPV II, LP.

Disclosed balance after: 0

Underlying: Common Stock · 351,844 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 23

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, QP, LP.

Disclosed balance after: 0

Underlying: Common Stock · 255,765 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 22

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, LP.

Disclosed balance after: 0

Underlying: Common Stock · 78,298 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.exercise_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F2 · derivative.expiration_date: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 21

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund I, QP, LP.

Disclosed balance after: 0

Underlying: Common Stock · 245,029 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.exercise_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.expiration_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 20

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund I, LP.

Disclosed balance after: 0

Underlying: Common Stock · 418,926 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.exercise_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.expiration_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · derivative · entry 19

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,424,014 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.exercise_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

F1 · derivative.expiration_date: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 18

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, NT, LP.

Disclosed balance after: 60,065

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 17

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, NT, LP.

Disclosed balance after: 34,472

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 16

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, QP, LP.

Disclosed balance after: 899,905

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 15

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, QP, LP.

Disclosed balance after: 755,375

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 14

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, QP, LP.

Disclosed balance after: 596,899

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 13

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP.

Disclosed balance after: 88,012

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 12

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP.

Disclosed balance after: 65,883

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · price: The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 11

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund III, LP.

Disclosed balance after: 41,620

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 10

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Memory SPV II, LP.

Disclosed balance after: 385,248

F3 · kind: On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 9

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Memory SPV II, LP.

Disclosed balance after: 385,339

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 8

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Memory SPV II, LP.

Disclosed balance after: 351,844

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 7

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, NT, LP.

Disclosed balance after: 57,579

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 6

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, NT, LP.

Disclosed balance after: 34,238

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 5

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, QP, LP.

Disclosed balance after: 255,765

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 4

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund II, LP.

Disclosed balance after: 78,298

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 3

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund I, QP, LP.

Disclosed balance after: 245,029

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 2

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Bios Fund I, LP.

Disclosed balance after: 418,926

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001104659-21-126906 · tm2130061-6_4seq1.xml · nonDerivative · entry 1

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,424,014

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.

SEC source: 0001643749-22-000002 · primary_doc.xml · nonDerivative · entry 1

BIOS Memory SPV I, LP · CIK 0001643749 · 10% owner

BIOS Fund I, LP · CIK 0001697316 · 10% owner

BIOS Fund I QP, LP · CIK 0001700297 · 10% owner

BIOS Fund II, LP · CIK 0001714576 · 10% owner

BIOS Fund II QP, LP · CIK 0001716869 · 10% owner

BIOS Fund II NT, LP · CIK 0001728851 · 10% owner

BIOS Memory SPV II, LP · CIK 0001666485 · 10% owner

BIOS Fund III, LP · CIK 0001791917 · 10% owner

BIOS Fund III QP, LP · CIK 0001791916 · 10% owner

BIOS Fund III NT, LP · CIK 0001791910 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,424,014

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: This line item is being re-reported here to gain access to the filing system for purposes of filing this amendment (this "Amendment") to the Form 4 filed by Bios Memory SPV I, LP on October 15, 2021 (the "Original Filing"). This Amendment is being filed to (i) add certain persons identified in the Original Filing as Reporting Persons and (ii) further describe the relationships between the Reporting Persons in footnotes 3, 4 and 5 of this Amendment.

F3 · security: Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Leslie W. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Dr. Fletcher, is the general partner of Bios Capital Management, LP.

F4 · security: Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management each share voting and investment control with respect to the shares held by the following entities: Bios Memory SPV I, LP, Bios Fund I, LP, Bios Fund I QP, LP, Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, Bios Memory SPV II, LP, Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP (collectively, the "Bios Equity Entities"). Because of the relationship between Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management, Cavu Management and the Bios Equity Entities, each of Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

F5 · security: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

F2 · price: The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.