FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
1. Name and Address of Reporting Person * Fletcher Aaron G.L. 2. Issuer Name and Ticker or Trading Symbol COGNITION THERAPEUTICS INC [ CGTX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400		 3. Date of Earliest Transaction (MM/DD/YYYY)
11/15/2022
(Street)
FORT WORTH,, TX 76107
(City)        (State)        (Zip)
 4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  11/15/2022    P   V 184270  A $1.20  316038  I  By Bios Fund III NT, LP (1)(2)(3)(4)
Common Stock  11/15/2022    P   V 1141030  A $1.20  1955677  I  By Bios Fund III QP, LP (1)(2)(3)(4)
Common Stock  11/15/2022    P   V 174700  A $1.20  299608  I  Bios Fund III, LP (1)(2)(3)(4)
Common Stock                 1424014  I  By Bios Memory SPV I, LP (1)(2)(3)(4)
Common Stock                 418926  I  By: Bios Fund I, LP (1)(2)(3)(4)
Common Stock                 245029  I  By: Bios Fund I QP, LP (1)(2)(3)(4)
Common Stock                 78298  I  By: Bios Fund II, LP (1)(2)(3)(4)
Common Stock                 255765  I  By: Bios Fund II QP, LP (1)(2)(3)(4)
Common Stock                 34238  I  By: Bios Fund II NT, LP (1)(2)(3)(4)
Common Stock                 385248  I  By Bios Memory SPV II, LP (1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  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.
(2)  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.
(3)  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.
(4)  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.

Remarks:
This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person.
The first Form 4 was filed by Leslie W. Kreis, Jr. as the designated filer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fletcher Aaron G.L.
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH,, TX 76107		 X


BIOS Capital Management, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

BIOS Advisors GP, LLC
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

Bios Equity Partners, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

BIOS Fund I, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

BIOS Fund I QP, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

BIOS Memory SPV I, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107
X

Bios Equity Partners II, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107
X

BIOS Fund II, LP
1751 RIVER RUN
SUITE 140
FORT WORTH, TX 76107
X

BIOS Fund II QP, LP
C/O BIOS EQUITY PARTNERS
1751 RIVER RUN, SUITE 400
FORT WORTH, TX 76107
X


Signatures
/s/ Aaron G.L. Fletcher 11/16/2022
**Signature of Reporting Person Date
Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Equity Partners, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Fund I, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Fund I QP, LP By: Bios Equity Partners, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Memory SPV I, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Equity Partners II, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Fund II, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date
Bios Fund II QP, LP By: Bios Equity Partners II, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher, Manager 11/16/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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