UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Cognition
Therapeutics, Inc.
(Name of
Issuer)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
19243B 102 (CUSIP Number)
Bios Equity Partners, LP
1751 River Run, Suite 400
Fort Worth, Texas 76107
Tel: (817) 984-9197
With a Copy to:
Rick Jordan
Polsinelli PC
2950 N. Harwood St., Suite 2100
Dallas, Texas 75201
Tel: (214) 397-0030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2022
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS MEMORY SPV I, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
1,424,014 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
1,424,014 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,424,014 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 1,424,014 outstanding shares of common stock
of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Memory SPV I, LP (“Bios Memory I”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS MEMORY SPV II, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
385,248 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
385,248 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,248 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 385,248 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Memory SPV II, LP (“Bios Memory II”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND I, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
418,926 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
418,926 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,926 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 418,926 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund I, LP (“Bios Fund I”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND I QP, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
245,029 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
245,029 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,029 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 245,029 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund I QP, LP (“Bios Fund I QP”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND II, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
78,298 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
78,298 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,298 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 78,298 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund II, LP (“Bios Fund II”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND II QP, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
255,765 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
255,765 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,765 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 255,765 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund II QP, LP (“Bios Fund II QP”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND II NT, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
34,238 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
34,238 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,238 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 34,238 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund II NT, LP (“Bios Fund II NT”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND III, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
309,748 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
309,748 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,748 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 309,748 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund III, LP (“Bios Fund III”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND III QP, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
2,021,906 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
2,021,906 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,021,906 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 2,021,906 outstanding shares of common stock
of the Issuer, par value $0.001 per share (“Shares”), directly held
by Bios Fund III QP, LP (“Bios Fund III QP”) as of the
date hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS FUND III NT, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
326,733 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
326,733 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,733 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of 326,733 outstanding shares of common stock of
the Issuer, par value $0.001 per share (“Shares”), directly held by
Bios Fund III NT, LP (“Bios Fund III NT”) as of the date
hereof.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BP DIRECTORS, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
572 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
572 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of options to purchase 572 Shares of common
stock of the Issuer, par value $0.001 per share (“Shares”), granted
in consideration for Dr. Aaron Fletcher’s services as a
director of the Issuer, which are exercisable or will be
immediately exercisable within 60 days of the date hereof (the
“Bios Directors Options”). 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 (including
the Bios Directors Options) merely as a nominee for Bios
Directors.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS EQUITY PARTNERS, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
1,049,775 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
1,049,775 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,775 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of (i) 418,926 outstanding shares of common
stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Fund I, LP (“Bios Fund I”),
(ii) 245,029 Shares directly held by Bios Fund I QP,
LP (“Bios Fund I QP”), (iii) 385,248 Shares directly
held by Bios Memory SPV II, LP (“Bios Memory II”), in
each case, as of the date hereof, and (iv) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors. In its
capacity as the general partner of these entities, Bios
Equity I may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by these entities.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS EQUITY PARTNERS II, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
368,301 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
368,301 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,301 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of (i) 78,298 outstanding shares of common
stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Fund II, LP (“Bios Fund II”),
(ii) 255,765 outstanding Shares directly held by Bios
Fund II QP, LP (“Bios Fund II QP”) and (iii) 34,238
outstanding Shares directly held by Bios Fund II NT, LP (“Bios
Fund II NT”), in each case, as of the date hereof. Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II
NT. In its capacity as the general partner of these entities, Bios
Equity II may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by these entities.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS EQUITY PARTNERS III, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
2,658,387 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
2,658,387 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,658,387 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of (i) 309,748 outstanding shares of common
stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Fund III, LP (“Bios Fund III”),
(ii) 2,021,906 outstanding Shares directly held by Bios
Fund III QP, LP (“Bios Fund III QP”) and
(iii) 326,733 Shares directly held by Bios Fund III
NT, LP (“Bios Fund III NT”), in each case, as of the date
hereof. Bios Equity Partners III, LP (“Bios Equity III”)
is the general partner of Bios Fund III, Bios Fund III QP
and Bios Fund III NT. In its capacity as the general partner
of these entities, Bios Equity III may be deemed to have
shared voting and/or dispositive power with respect to Shares
directly or indirectly held by these entities.
(2) Based on 23,971,042 Shares outstanding as of
November 10, 2022, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
CAVU MANAGEMENT, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,500,477 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,500,477 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, and (xi) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Cavu Management, LP (“Cavu Management”) is a general
partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. In its capacity as a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I, Cavu Management may be
deemed to have shared voting and/or dispositive power with respect
to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios
Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS CAPITAL MANAGEMENT, LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,500,477 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,500,477 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, and (xi) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Bios Capital Management, LP (“Bios Management”) is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. In its capacity as a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I, Bios Management may be
deemed to have shared voting and/or dispositive power with respect
to Shares directly or indirectly held by the Bios Equity I
Entities, the Bios Equity II Entities, the Bios
Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
CAVU ADVISORS, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,500,477 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,500,477 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, and (xi) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Cavu Management, LP (“Cavu Management”) is a general
partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. Cavu Advisors, LLC (“Cavu
Advisors”) is the general partner of Cavu Management, and therefore
may be deemed to have shared voting and/or dispositive power with
respect to Shares directly or indirectly held by the Bios
Equity I Entities, the Bios Equity II Entities, the Bios
Equity III Entities and Bios Memory I.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
BIOS ADVISORS GP, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS, UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,500,477 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,500,477 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, and (xi) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Bios Capital Management, LP (“Bios Management”) is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. Bios Advisors GP, LLC
(“Bios Advisors”) is the general partner of Bios Management, and
therefore, may be deemed to have shared voting and/or dispositive
power with respect to Shares directly or indirectly held by the
Bios Equity I Entities, the Bios Equity II Entities, the
Bios Equity III Entities and Bios Memory I.
(2) Based on 23,971,042 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
LESLIE WAYNE KREIS, JR.
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF, OO
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,500,477 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,500,477 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,500,477 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (2)
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, and (xi) options to purchase
572 Shares granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”). Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Cavu Management, LP (“Cavu Management”) is a general
partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. Cavu Advisors, LLC (“Cavu
Advisors”), an entity controlled by Mr. Kreis, is the general
partner of Cavu Management. As the manager of Cavu Advisors,
Mr. Kreis may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities, the Bios Equity II
Entities, the Bios Equity III Entities and Bios
Memory I.
(2) Based on 23,971,614 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022 and (ii) 572 Shares issuable upon
the exercise of the Bios Directors Options.
|
CUSIP
No. 19243B 102 |
|
|
1 |
NAME OF REPORTING PERSONS
AARON GLENN LOUIS FLETCHER
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF, OO
|
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
¨ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0-
|
|
8 |
SHARED VOTING POWER
5,514,396 (1)
|
|
9 |
SOLE DISPOSITIVE POWER
-0-
|
|
10 |
SHARED DISPOSITIVE POWER
5,514,396 (1)
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,514,396 (1)
|
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS
|
¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0% (2)
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
| |
|
|
|
(1) Consists of (i) 1,424,014 outstanding shares of
common stock of the Issuer, par value $0.001 per share (“Shares”),
directly held by Bios Memory SPV I, LP (“Bios Memory I”),
(ii) 385,248 outstanding Shares directly held by Bios Memory
SPV II, LP (“Bios Memory II”),
(iii) 418,926 Shares directly held by Bios Fund I,
LP (“Bios Fund I”), (iv) 245,029 Shares directly
held by Bios Fund I QP, LP (“Bios Fund I QP”),
(v) 78,298 outstanding Shares directly held by Bios
Fund II, LP (“Bios Fund II”), (vi) 255,765
outstanding Shares directly held by Bios Fund II QP, LP (“Bios
Fund II QP”), (vii) 34,238 outstanding Shares directly
held by Bios Fund II NT, LP (“Bios Fund II NT”),
(viii) 309,748 outstanding Shares, directly held by Bios
Fund III, LP (“Bios Fund III”), (ix) 2,021,906
outstanding Shares directly held by Bios Fund III QP, LP
(“Bios Fund III QP”), (x) 326,733 Shares directly
held by Bios Fund III NT, LP (“Bios Fund III NT”), in
each case, as of the date hereof, (xi) options to purchase
572 Shares, granted in consideration for Dr. Fletcher’s
services as a director of the Issuer, which are exercisable or will
be immediately exercisable within 60 days of the date hereof
(the “Bios Directors Options”) and indirectly held by BP Directors,
LP (“Bios Directors”), and (xii) options to purchase 13,919
additional Shares, also granted in consideration for
Dr. Fletcher’s services as a director of the Issuer, which are
exercisable or will be immediately exercisable within 60 days
of the date hereof (the “Fletcher Options”) and held by
Dr. Fletcher directly. Bios Equity Partners, LP (“Bios
Equity I”) is the general partner of Bios Fund I, Bios
Fund I QP, Bios Memory II and Bios Directors
(collectively the “Bios Equity I Entities”). Bios Equity
Partners II, LP (“Bios Equity II”) is the general partner
of Bios Fund II, Bios Fund II QP and Bios Fund II NT
(collectively the “Bios Equity II Entities”). Bios Equity
Partners III, LP (“Bios Equity III”) is the general
partner of Bios Fund III, Bios Fund III QP and Bios
Fund III NT (collectively the “Bios Equity III
Entities”). Bios Capital Management, LP (“Bios Management”) is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. Bios Advisors GP, LLC
(“Bios Advisors”), an entity controlled by Dr. Fletcher, is
the general partner of Bios Management. As the manager of Bios
Advisors, Dr. Fletcher may be deemed to have shared voting
and/or dispositive power with respect to Shares directly or
indirectly held by the Bios Equity I Entities, the Bios
Equity II Entities, the Bios Equity III Entities and Bios
Memory I.
(2) Based on 23,985,533 Shares, which consists of
(i) 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2022, (ii) 572 Shares issuable upon the
exercise of the Bios Directors Options, and (iii) 13,919
Shares issuable upon the exercise of the Fletcher Options.
Explanatory Note
This amendment (this “Amendment No. 2”) hereby amends the
Schedule 13D originally filed by certain Reporting Persons (as
defined below) on October 25, 2021 (the “Original Statement”),
as amended by that certain Amendment No. 1 filed with the
Securities and Exchange Commission on February 1, 2022
(“Amendment No. 1”, and, together with the Original Statement,
the Prior Statements). The securities to which the
Schedule 13D relates are the shares of common stock, par value
$0.001 per share (“Shares”), of Cognition Therapeutics, Inc.,
a Delaware corporation (the “Issuer”). The purpose of this
Amendment No. 2 is to report a greater than 1% increase in the
percentage of shares beneficially owned by the Reporting Persons.
Except as otherwise provided herein, each Item of the Prior
Statements remains unchanged. Capitalized terms used herein but not
defined in this Amendment No. 2 shall have the meanings
ascribed to such terms in the Prior Statements.
|
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION |
Between November 15, 2022 and November 28, 2022, certain
of the Reporting Persons executed the following open market
purchases of the Issuer’s Common Stock:
|
(i) |
On November 15, 2022, Bios
Fund III QP purchased 1,141,030 shares of Common Stock of the
Issuer at a purchase price of $1.20 per share, for an aggregate
purchase price of approximately $1,369,236. Bios Fund III QP used
working capital in connection with this transaction. |
|
(ii) |
On November 15, 2022, Bios
Fund III NT purchased 184,270 shares of Common Stock of the Issuer
at a purchase price of $1.20 per share, for an aggregate purchase
price of approximately $221,124. Bios Fund III NT used working
capital in connection with this transaction. |
|
(iii) |
On November 15, 2022, Bios
Fund III purchased 174,700 shares of Common Stock of the Issuer at
a purchase price of $1.20 per share, for an aggregate purchase
price of approximately $209,640. Bios Fund III used working capital
in connection with this transaction. |
|
(iv) |
On November 16, 2022, Bios
Fund III QP purchased 54,009 shares of Common Stock of the Issuer
in multiple transactions at prices ranging from $1.23 to $1.54. The
weighted average price per share was $1.40 and the aggregate
purchase price was approximately $75,612.60. Bios Fund III QP used
working capital in connection with this transaction. |
|
(v) |
On November 16, 2022, Bios
Fund III NT purchased 8,722 shares of Common Stock of the Issuer in
multiple transactions at prices ranging from $1.23 to $1.54. The
weighted average price per share was $1.40 and the aggregate
purchase price was approximately $12,210.80. Bios Fund III NT used
working capital in connection with this transaction. |
|
(vi) |
On November 16, 2022, Bios
Fund III purchased 8,269 shares of Common Stock of the Issuer in
multiple transactions at prices ranging from $1.23 to $1.54. The
weighted average price per share was $1.40 and the aggregate
purchase price was approximately $11,576.60. Bios Fund III used
working capital in connection with this transaction. |
|
(vii) |
On November 28, 2022, Bios
Fund III QP purchased 12,220 shares of Common Stock of the Issuer
in multiple transactions at prices ranging from $2.64 to $2.65. The
weighted average price per share was $2.6497 and the aggregate
purchase price was approximately $32,379.33. Bios Fund III QP used
working capital in connection with this transaction. |
|
(viii) |
On November 28, 2022, Bios
Fund III NT purchased 1,973 shares of Common Stock of the Issuer in
multiple transactions at prices ranging from $2.64 to $2.65. The
weighted average price per share was $2.6497 and the aggregate
purchase price was approximately $5,227.86. Bios Fund III NT used
working capital in connection with this transaction. |
|
(ix) |
On November 28, 2022, Bios
Fund III purchased 1,871 shares of Common Stock of the Issuer in
multiple transactions at prices ranging from $2.64 to $2.65. The
weighted average price per share was $2.6497 and the aggregate
purchase price was approximately $4,957.59. Bios Fund III used
working capital in connection with this transaction. |
|
Item 5. |
INTEREST IN SECURITIES OF THE
ISSUER |
The information contained on the cover page of this Schedule
13D is incorporated herein by reference.
Based on 23,971,042 Shares outstanding as of November 10,
2022, as reported in the Issuer’s Quarterly Report on Form 10
Q filed with the Securities and Exchange Commission on
November 14, 2022.
Bios Equity I, as the general partner of the Bios
Equity I Entities, may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities.
Bios Equity II, as the general partner of the Bios
Equity II Entities, may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by the Bios Equity II Entities.
Bios Equity III, as the general partner of the Bios
Equity III Entities, may be deemed to have shared voting
and/or dispositive power with respect to Shares directly or
indirectly held by the Bios Equity III Entities.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Cavu Management, as a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I, may be deemed to have
shared voting and/or dispositive power with respect to Shares
directly or indirectly held by the Bios Equity I Entities,
Bios Equity II Entities, Bios Equity III Entities and
Bios Memory I.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Bios Management, as a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I, may be deemed to have
shared voting and/or dispositive power with respect to Shares
directly or indirectly held by the Bios Equity I Entities,
Bios Equity II Entities, Bios Equity III Entities and
Bios Memory I.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Cavu Management is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. In its capacity as the
general partner of Cavu Management, Cavu Advisors may be deemed to
have shared voting and/or dispositive power with respect to Shares
directly or indirectly held by the Bios Equity I Entities,
Bios Equity II Entities, Bios Equity III Entities and
Bios Memory I.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Bios Management is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I. In its capacity as the
general partner of Bios Management, Bios Advisors may be deemed to
have shared voting and/or dispositive power with respect to Shares
directly or indirectly held by the Bios Equity I Entities,
Bios Equity II Entities, Bios Equity III Entities and
Bios Memory I.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Cavu Management is a
general partner of Bios Equity I, Bios Equity II, Bios
Equity III and Bios Memory I, and Cavu Advisors is the
general partner of Cavu Management. As the manager of Cavu
Advisors, Mr. Kreis may be deemed to have shared voting and/or
dispositive power with respect to Shares directly or indirectly
held by the Bios Equity I Entities, Bios Equity II
Entities, Bios Equity III Entities and Bios Memory I.
Bios Equity I is the general partner of the Bios Equity I
Entities, Bios Equity II is the general partner of the Bios
Equity II Entities, and Bios Equity III is the general
partner of the Bios Equity III Entities. Bios Management is a
general partner of Bios Equity I, Bios Equity II Bios
Equity III and Bios Memory I, and Bios Advisors is the
general partner of Bios Management. As the manager of Bios
Advisors, Dr. Fletcher may be deemed to have shared voting
and/or dispositive power with respect to Shares directly or
indirectly held by the Bios Equity I Entities, Bios
Equity II Entities, Bios Equity III Entities and Bios
Memory I.
Based on 23,985,533 Shares, which consists of (i) 23,971,042
Shares outstanding as of November 17, 2021, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 17, 2021,
(ii) 572 Shares issuable upon the exercise of the Bios
Directors Options, and (iii) 13,919 Shares issuable upon
the exercise of additional options granted in consideration for
Dr. Fletcher’s services as a director of the Issuer, which are
exercisable or will be immediately exercisable within 60 days
of the date hereof (the “Fletcher Options”). The Fletcher Options
are held by Dr. Fletcher directly and not subject to the
Nominee Agreement.
|
(c) |
Except as otherwise disclosed in
Item 3 above, none of the Reporting Persons, nor, to the best
of the Reporting Persons’ knowledge, any of their respective
executive officers or directors, as applicable, has acquired or
disposed of, any securities of the Issuer during the 60 days
prior to the date hereof. |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: December 5, 2022
|
|
BIOS MEMORY SPV I, LP |
|
|
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|
By: |
Cavu Management, LP, |
|
|
|
its general partner |
|
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By: |
Cavu Advisors, LLC, |
|
|
|
|
its general partner |
|
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|
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|
By: |
/s/ Leslie Wayne Kreis, Jr. |
|
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|
|
|
Leslie Wayne Kreis, Jr., |
|
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|
|
|
Manager |
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|
By: |
Bios Capital Management, LP, |
|
|
|
its general partner |
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|
By: |
Bios Advisors GP, LLC, |
|
|
|
|
its general partner |
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|
By: |
/s/ Aaron Glenn Louis Fletcher |
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|
|
Aaron Glenn Louis Fletcher, |
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Manager |
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|
BIOS MEMORY SPV II, LP |
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By: |
Bios Equity Partners, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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|
|
its general partner |
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|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
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|
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|
|
|
Leslie Wayne Kreis, Jr. |
|
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Manager |
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|
By: |
Bios Capital Management, LP, |
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|
its general partner |
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By: |
Bios Advisors GP, LLC, |
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its general partner |
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|
|
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|
By: |
/s/ Aaron Glenn Louis Fletcher |
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|
|
Aaron Glenn Louis Fletcher |
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Manager |
| |
BIOS FUND I,
LP |
| |
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| |
By: |
Bios Equity Partners, LP, |
| |
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its general partner |
| |
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| |
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By: |
Cavu Management, LP, |
| |
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|
its general partner |
| |
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| |
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By: |
Cavu Advisors, LLC, |
| |
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|
its general partner |
| |
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| |
|
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By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
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|
|
Leslie Wayne
Kreis, Jr. |
| |
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Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
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| |
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By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
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| |
|
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|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
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|
|
Aaron Glenn
Louis Fletcher |
| |
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Manager |
| |
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| |
BIOS FUND I QP,
LP |
| |
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| |
By: |
Bios Equity Partners, LP, |
| |
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its general partner |
| |
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| |
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By: |
Cavu Management, LP, |
| |
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its general partner |
| |
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| |
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By: |
Cavu Advisors, LLC, |
| |
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its general partner |
| |
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| |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
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|
Leslie Wayne
Kreis, Jr., |
| |
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Manager |
| |
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| |
|
By: |
Bios Capital Management, LP, |
| |
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its general partner |
| |
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| |
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By: |
Bios Advisors GP, LLC, |
| |
|
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its general partner |
| |
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| |
|
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By: |
/s/ Aaron Glenn Louis Fletcher |
| |
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|
|
Aaron Glenn
Louis Fletcher, |
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Manager |
| |
BIOS FUND II,
LP |
| |
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| |
By: |
Bios Equity Partners II, LP, |
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its general partner |
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| |
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By: |
Cavu Management, LP, |
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its general partner |
| |
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| |
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By: |
Cavu Advisors, LLC, |
| |
|
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|
its general partner |
| |
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| |
|
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|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
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|
|
Leslie Wayne
Kreis, Jr. |
| |
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Manager |
| |
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| |
|
By: |
Bios Capital Management, LP, |
| |
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|
its general partner |
| |
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| |
|
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
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|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
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|
|
Aaron Glenn
Louis Fletcher |
| |
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|
|
Manager |
| |
|
| |
BIOS FUND II QP,
LP |
| |
|
| |
By: |
Bios Equity Partners II, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Cavu Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Cavu Advisors, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
|
|
Leslie Wayne
Kreis, Jr., |
| |
|
|
|
|
Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
|
|
Aaron Glenn
Louis Fletcher, |
| |
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|
|
Manager |
| |
BIOS FUND II NT,
LP |
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| |
By: |
Bios Equity Partners II, LP, |
| |
|
its general partner |
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| |
|
By: |
Cavu Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Cavu Advisors, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
|
|
Leslie Wayne
Kreis, Jr., |
| |
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|
|
Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
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|
|
Aaron Glenn
Louis Fletcher, |
| |
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|
|
Manager |
| |
|
| |
BIOS FUND III,
LP |
| |
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| |
By: |
Bios Equity Partners III, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Cavu Management, LP, |
| |
|
|
its general partner |
| |
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| |
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|
By: |
Cavu Advisors, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
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|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
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|
|
Leslie Wayne
Kreis, Jr., |
| |
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|
|
Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
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| |
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|
By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
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|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
|
|
Aaron Glenn
Louis Fletcher, |
| |
|
|
|
|
Manager |
| |
BIOS FUND III QP,
LP |
| |
|
| |
By: |
Bios Equity Partners III, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
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Leslie Wayne
Kreis, Jr., |
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Manager |
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By: |
Bios Capital Management, LP, |
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its general partner |
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By: |
Bios Advisors GP, LLC, |
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|
its general partner |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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Aaron Glenn
Louis Fletcher, |
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Manager |
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BIOS FUND III NT,
LP |
| |
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By: |
Bios Equity Partners III, LP, |
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its general partner |
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By: |
Cavu Management, LP, |
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its general partner |
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By: |
Cavu Advisors, LLC, |
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its general partner |
| |
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| |
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By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
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|
|
Leslie Wayne
Kreis, Jr., |
| |
|
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|
Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
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By: |
Bios Advisors GP, LLC, |
| |
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|
its general partner |
| |
|
| |
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By: |
/s/ Aaron Glenn Louis Fletcher |
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|
|
Aaron Glenn
Louis Fletcher, |
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|
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|
Manager |
| |
BP Directors,
LP |
| |
|
| |
By: |
Bios Equity Partners, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Cavu Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Cavu Advisors, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
|
|
Leslie Wayne
Kreis, Jr., |
| |
|
|
|
|
Manager |
| |
|
| |
|
By: |
Bios Capital Management, LP, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
|
its general partner |
| |
|
| |
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
|
|
Aaron Glenn
Louis Fletcher, |
| |
|
|
|
|
Manager |
| |
|
| |
BIOS EQUITY
PARTNERS, LP |
| |
|
| |
By: |
Cavu Management, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Cavu Advisors, LLC, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
|
|
Leslie Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
|
| |
By: |
Bios Capital Management, LP, |
| |
|
its general partner |
| |
|
| |
|
By: |
Bios Advisors GP, LLC, |
| |
|
|
its general partner |
| |
|
| |
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
|
Aaron Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| |
BIOS
EQUITY PARTNERS II, LP |
| |
|
| |
By: |
Cavu
Management, LP, |
| |
|
its
general partner |
| |
|
| |
|
By: |
Cavu
Advisors, LLC, |
| |
|
|
its
general partner |
| |
|
| |
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
| |
|
|
|
Leslie
Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
|
| |
By: |
Bios
Capital Management, LP, |
| |
|
its
general partner |
| |
|
| |
|
By: |
Bios
Advisors GP, LLC, |
| |
|
|
its
general partner |
| |
|
| |
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
| |
|
|
|
Aaron
Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| |
|
| |
BIOS
EQUITY PARTNERS III, LP |
| |
|
| |
By: |
Cavu
Management, LP, |
| |
|
its
general partner |
| |
|
| |
|
By: |
Cavu
Advisors, LLC, |
| |
|
|
its
general partner |
| |
|
| |
|
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
| |
|
|
|
Leslie
Wayne Kreis, Jr., |
| |
|
|
|
Manager |
| |
|
| |
By: |
Bios
Capital Management, LP, |
| |
|
its
general partner |
| |
|
| |
|
By: |
Bios
Advisors GP, LLC, |
| |
|
|
its
general partner |
| |
|
| |
|
|
By: |
/s/
Aaron Glenn Louis Fletcher |
| |
|
|
|
Aaron
Glenn Louis Fletcher, |
| |
|
|
|
Manager |
| |
|
| |
CAVU
MANAGEMENT, LP |
| |
|
| |
By: |
Cavu
Advisors, LLC, |
| |
|
its
general partner |
| |
|
| |
|
By: |
/s/
Leslie Wayne Kreis, Jr. |
| |
|
|
Leslie
Wayne Kreis, Jr., |
| |
|
|
Manager |
| |
BIOS CAPITAL
MANAGEMENT, LP |
| |
|
| |
By: |
Bios Advisors GP, LLC |
| |
|
its general partner |
| |
|
|
|
|
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
|
Aaron Glenn
Louis Fletcher |
| |
|
|
Manager |
| |
|
| |
CAVU ADVISORS,
LLC |
| |
|
| |
By: |
/s/ Leslie Wayne Kreis, Jr. |
| |
|
Leslie Wayne Kreis, Jr., |
| |
|
Manager |
| |
|
| |
BIOS ADVISORS GP,
LLC |
| |
|
| |
By: |
/s/ Aaron Glenn Louis Fletcher |
| |
|
Aaron Glenn Louis Fletcher, |
| |
|
Manager |
| |
|
| |
/s/ Leslie Wayne Kreis, Jr. |
| |
LESLIE WAYNE KREIS, JR., in his individual capacity |
| |
|
| |
/s/ Aaron Glenn Louis Fletcher |
| |
AARON GLENN LOUIS FLETCHER, in his individual capacity |
Cognition Therapeutics (NASDAQ:CGTX)
Historical Stock Chart
From Mar 2023 to Mar 2023
Cognition Therapeutics (NASDAQ:CGTX)
Historical Stock Chart
From Mar 2022 to Mar 2023
