CGTX · Cognition Therapeutics Inc

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

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 merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. The remaining 50% of the total number of shares subject to the PSUs vested on December 18, 2025.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. The remaining 50% of the total number of shares subject to the PSUs vested on December 18, 2025.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. The remaining 50% of the total number of shares subject to the PSUs vested on December 18, 2025.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Of the 56,229 shares reported as held directly by Aaron G.L. Fletcher ("Dr. Fletcher"), 7,729 shares, are held for the benefit of Dr. Fletcher and 48,500 shares, 34,000 of which represent restricted stock units, are held for the benefit of BP Directors, LP ("Bios Directors" and such securities the "Bios Directors Securities") under an agreement with Bios Directors pursuant to which Dr. Fletcher agreed that he will hold the Bios Directors Securities merely as a nominee for Bios Directors.

Bios Directors may be deemed the direct or indirect beneficial owner of the Bios Directors Securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the Bios Directors Securities through his or its respective indirect interest in Bios Directors.

The option was written and fully vested before the reporting persons became Section 16 insiders of the Issuer and therefore was reported on the reporting persons' Form 3 filed on October 7, 2021.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. 50% of the total number of shares subject to the PSUs vested on July 29, 2025.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. 50% of the total number of shares subject to the PSUs vested on July 29, 2025.

Shares earned upon the vesting of performance stock units ("PSUs") granted to the Reporting Person on February 14, 2024. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon the achievement of certain performance goals. 50% of the total number of shares subject to the PSUs vested on July 29, 2025.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of PSUs.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.

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 merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.

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 merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 18, 2026 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units.

Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.7602 to $0.7816, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.