Form 4: Cognition Therapeutics Director Leslie W. Kreis Reports RSU Grant and Extensive Indirect Holdings

Leslie W. Kreis, a Director and 10% owner of Cognition Therapeutics Inc., reported the acquisition of 34,000 restricted stock units (RSUs) and detailed significant indirect beneficial ownership through various Bios and Cavu entities.

Summary

• Leslie W. Kreis, a Director and 10% owner of Cognition Therapeutics Inc. (CGTX), reported the acquisition of 34,000 shares of Common Stock in the form of Restricted Stock Units (RSUs) on June 18, 2025.
• These RSUs were granted at a price of $0 per share, which is typical for such equity awards.
• The 34,000 RSUs are contingent rights to receive one share of Common Stock each upon settlement and will vest in full on the earlier of June 18, 2026, or the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's continuous service as a director.
• Following this transaction, Leslie W. Kreis's reported beneficial ownership stands at 48,500 shares directly/indirectly, with substantial additional indirect ownership through a complex network of Bios and Cavu investment funds.
• The indirect holdings include 500,095 shares by Bios Clinical Opportunity Fund, LP; 326,733 shares by Bios Fund III NT, LP; 2,021,906 shares by Bios Fund III QP, LP; 309,748 shares by Bios Fund III, LP; 1,424,014 shares by Bios Memory SPV I, LP; 418,926 shares by Bios Fund I, LP; 245,029 shares by Bios Fund I QP, LP; 78,298 shares by Bios Fund II, LP; 255,765 shares by Bios Fund II QP, LP; 34,238 shares by Bios Fund II NT, LP; and 385,248 shares by Bios Memory SPV II, LP.
• The filing clarifies that the 34,000 RSUs are held by Dr. Aaron G.L. Fletcher as a nominee for BP Directors, LP, and various entities and individuals, including Mr. Kreis and Dr. Fletcher, may be deemed indirect beneficial owners due to their shared voting and investment control over the Bios Equity Entities.
• This Form 4 is one of two filings related to the same event, necessitated by the SEC's EDGAR system limit of 10 reporting persons per form.

Sentiment

Score: 7

Explanation: The acquisition of RSUs by a director and significant shareholder is generally a positive signal, indicating alignment of interests and confidence in the company's future. While it's a compensation grant rather than an open market purchase, it still ties the insider's financial success to the company's performance.

Positives

• The acquisition of 34,000 Restricted Stock Units (RSUs) by a director and 10% owner, Leslie W. Kreis, indicates continued alignment of interests between management/significant shareholders and the company's long-term performance.
• The grant of RSUs at a $0 price is a common form of equity compensation, incentivizing long-term commitment.

Risks

• The vesting of the 34,000 RSUs is contingent on Aaron G.L. Fletcher's continuous service as a director, meaning the shares would not be received if his service ceases before the vesting date.
• The complex indirect beneficial ownership structure, while disclosed, could be perceived as less transparent than direct holdings, though this is common for investment funds.

Future Outlook

NA

Industry Context

This filing is specific to Cognition Therapeutics Inc. and its insider ownership structure. It does not provide broader industry trends or competitive analysis.

Management Changes

Corporate Governance

Related Party Transactions

• The 34,000 RSUs granted to Dr. Aaron G.L. Fletcher are held by him as a nominee for BP Directors, LP.
• The complex beneficial ownership structure involves multiple related entities (Bios Equity Partners, Cavu Management, Bios Capital Management, Cavu Advisors, Bios Advisors GP, and various Bios funds) managed and controlled by Leslie W. Kreis, Jr. and Aaron Glenn Louis Fletcher, indicating extensive related party dealings in the management and control of these investment vehicles and their holdings in Cognition Therapeutics Inc.

Stakeholder Impact

• Shareholders: The RSU grant aligns the interests of a key director and significant shareholder (Leslie W. Kreis) with long-term shareholder value. The detailed disclosure of beneficial ownership provides transparency regarding significant institutional holdings.

Next Steps

• The 34,000 RSUs are expected to vest on the earlier of June 18, 2026, or the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service.

Key Dates

Recommendation

Keywords

Cognition Therapeutics, CGTX, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Bios Equity Partners, Cavu Advisors, Leslie W. Kreis, Aaron G.L. Fletcher