SCHEDULE: Cognition Therapeutics: Bios Group Reports Ownership Decrease

Bios Equity Partners and affiliated entities report a material decrease in their beneficial ownership percentage of Cognition Therapeutics, Inc. common stock.

Summary

• This is Amendment No. 4 to a Schedule 13D filing by Bios Equity Partners, LP and its affiliated entities (the "Reporting Persons") regarding their beneficial ownership in Cognition Therapeutics, Inc.
• The primary purpose of this amendment is to report a material decrease in the percentage of shares beneficially owned by the Reporting Persons and an exercise of options by Dr. Aaron G.L. Fletcher.
• As of September 23, 2025, Dr. Aaron G.L. Fletcher, a key reporting person and director, beneficially owns an aggregate of 6,059,555 shares, representing 6.9% of the Issuer's common stock. This includes 27,227 shares with sole voting/dispositive power and 6,032,328 shares with shared voting/dispositive power through various Bios entities.
• The total outstanding shares of common stock used for percentage calculation is 88,197,756 or 88,217,254 depending on the reporting person, which includes 73,472,199 shares from the August 7, 2025 10-Q, 14,700,000 shares issued via Securities Purchase Agreements on August 28, 2025, and 7,729 shares from Dr. Fletcher's option exercise on September 19, 2025.
• Dr. Fletcher was granted 34,000 restricted stock units (RSUs) on June 18, 2025, which will vest on the earlier of June 18, 2026, or the Issuer's next annual meeting, subject to his continuous service as a director.

Sentiment

Score: 5

Explanation: The filing reports a material decrease in the beneficial ownership percentage for the reporting group, primarily due to dilution from a recent capital raise (14.7 million shares issued). This is a factual reporting of a change in ownership structure rather than a direct positive or negative operational event. Dr. Fletcher's option exercise and RSU grant are minor positive indicators of insider activity.

Positives

• Dr. Fletcher exercised 7,729 options, converting them into shares, indicating continued personal investment or a strategic move.
• Dr. Fletcher received an additional grant of 34,000 restricted stock units (RSUs), aligning his interests with long-term shareholder value and demonstrating ongoing commitment to the company.

Negatives

• The reporting persons experienced a material decrease in their overall beneficial ownership percentage, which could dilute their collective influence over the Issuer.

Risks

• Dilution of existing shareholder value due to the issuance of 14,700,000 new shares through Securities Purchase Agreements.
• A decrease in the beneficial ownership percentage of a significant institutional investor group could be perceived negatively by the market, potentially impacting investor sentiment.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the specified vesting schedules for Dr. Fletcher's stock options and restricted stock units.

Industry Context

This filing is a routine update on institutional ownership, reflecting changes primarily driven by a recent capital raise. The issuance of 14.7 million new shares is a common occurrence for biotechnology companies like Cognition Therapeutics, Inc., which often require substantial funding to advance their research and development pipelines. The resulting dilution in percentage ownership for the reporting group is a direct consequence of this capital infusion, rather than a strategic divestment.

Related Party Transactions

• Dr. Aaron G.L. Fletcher, a director of Cognition Therapeutics, Inc., holds various stock options and was granted restricted stock units.
• BP Directors, LP has a nominee agreement with Dr. Fletcher, under which he holds certain shares and options granted to him for his services as a director merely as a nominee for BP Directors, LP.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of 14,700,000 new shares. The decrease in the beneficial ownership percentage of the reporting group may reduce their collective influence.
• Management (Dr. Fletcher): Benefits from exercised options and new RSU grants, increasing his personal stake and aligning his interests with company performance.

Next Steps

• Vesting of 680 of Dr. Fletcher's stock options on February 1, 2026.
• Vesting of 286 of BP Directors' stock options on February 1, 2026.
• Vesting of 34,000 restricted stock units (RSUs) granted to Dr. Fletcher on the earlier of June 18, 2026, or the Issuer's next annual meeting of stockholders, subject to his continuous service as a director.

Key Dates

Recommendation

The filing is a routine update on beneficial ownership, reflecting dilution from a previously disclosed capital raise and an insider's option exercise. It does not present new information that would fundamentally alter the investment thesis for Cognition Therapeutics, Inc. The capital raise itself, while dilutive, is often necessary for biotech companies. The insider activity (option exercise, RSU grant) is a minor positive. Therefore, a "hold" recommendation is appropriate as there's no strong signal for buying or selling based solely on this filing.

Keywords

Cognition Therapeutics, beneficial ownership, Schedule 13D, stock options, restricted stock units, share dilution, institutional investor, Bios Equity Partners, Aaron G.L. Fletcher, SEC filing