Form 4: Cognition Therapeutics Director Exercises Options

Aaron G.L. Fletcher, a Director and 10% owner of Cognition Therapeutics, exercised stock options to acquire 7,729 shares of common stock.

Summary

• Aaron G.L. Fletcher, a Director and 10% owner of Cognition Therapeutics Inc. (CGTX), acquired 7,729 shares of common stock.
• The acquisition occurred on September 19, 2025, through the exercise of a stock option at a price of $0.84 per share.
• Following this transaction, Dr. Fletcher directly holds 56,229 shares of common stock.
• A significant portion of Dr. Fletcher's direct holdings (48,500 shares, including 34,000 restricted stock units) are held as a nominee for Bios Directors, LP.
• Dr. Fletcher also has indirect beneficial ownership of millions of shares through various Bios Equity Partners funds, including Bios Clinical Opportunity Fund, LP (500,095 shares), Bios Fund III NT, LP (326,733 shares), Bios Fund III QP, LP (2,021,906 shares), Bios Fund III, LP (309,748 shares), Bios Memory SPV I, LP (1,424,014 shares), Bios Fund I, LP (418,926 shares), Bios Fund I QP, LP (245,029 shares), Bios Fund II, LP (78,298 shares), Bios Fund II QP, LP (255,765 shares), Bios Fund II NT, LP (34,238 shares), and Bios Memory SPV II, LP (385,248 shares).
• The exercised option was fully vested and reported on a Form 3 filed on October 7, 2021, prior to Dr. Fletcher becoming a Section 16 insider.

Sentiment

Score: 7

Explanation: The exercise of stock options by a director and 10% owner to acquire additional shares is generally viewed as a positive signal, indicating confidence in the company's valuation or future prospects. While the number of shares directly acquired is relatively small compared to indirect holdings, it still represents an increase in direct ownership at a specific price.

Positives

• An insider, Aaron G.L. Fletcher, exercised options to acquire additional shares, which can be interpreted as a positive signal of confidence in the company's future prospects.
• The exercise price of $0.84 per share is a specific, known cost basis for these shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• Dr. Fletcher agreed that he will hold the Bios Directors Securities merely as a nominee for Bios Directors.
• 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.

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends. Insider buying or exercising options can sometimes signal management's confidence in the company's future, which is a common observation across industries.

Comparison to Industry Standards

• This Form 4 filing details an insider transaction and does not contain information suitable for comparison to industry-specific operational or financial benchmarks. The transaction itself is standard for insider compensation and ownership disclosure.

Related Party Transactions

• The holding of 48,500 shares by Dr. Fletcher as a nominee for Bios Directors, LP, and the complex indirect ownership structure through various Bios funds where Dr. Fletcher shares voting and investment control with Mr. Kreis and other entities, represent related party dealings in terms of beneficial ownership.

Stakeholder Impact

• Shareholders: The transaction increases the direct and indirect beneficial ownership of a key insider, which could be perceived as a positive signal of management confidence.

Next Steps

• The filing does not specify any future actions, events, or milestones for the company or the reporting person beyond the reported transaction.

Key Dates

Recommendation

While the insider's exercise of options to acquire shares is a positive signal of confidence, a Form 4 filing alone does not provide sufficient operational or financial data to warrant a 'buy' or 'strong buy' recommendation. It primarily discloses a change in beneficial ownership. Investors should 'hold' and await further financial disclosures or strategic updates to make a more informed decision, while noting the insider's increased stake as a potentially favorable indicator.

Keywords

Cognition Therapeutics, CGTX, Insider Trading, Form 4, Stock Option Exercise, Beneficial Ownership, Aaron G.L. Fletcher, Bios Equity Partners, Director, 10% Owner