Home > Insider Trading > Filing (0001104659-21-126903)

Filing Details

Accession Number:: 0001104659-21-126903
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-15 21:51:06
Reporting Period:: 2021-10-13

Accepted Time:: 2021-10-15 21:51:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1455365	Cognition Therapeutics Inc	CGTX	Biological Products, (No Disgnostic Substances) (2836)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1885867	Ogden Cap Associates, Llc	545 Madison Avenue, Suite 600 New York NY 10022		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-10-13	407,916	$0.00	407,916	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	103,055	$0.00	510,971	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	272,756	$0.00	783,727	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	1,263,575	$0.00	2,047,302	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	135,679	$0.00	2,182,981	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	27,471	$0.03	2,210,452	No	4	X	Direct
Common Stock	Disposition	2021-10-13	74	$12.00	2,210,377	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	C	Direct
No	4	X	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-10-13	1,319,408	$0.00	407,916	$0.00
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2021-10-13	333,333	$0.00	103,055	$0.00
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2021-10-13	882,233	$0.00	272,756	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-10-13	4,087,046	$0.00	1,263,575	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2021-10-13	438,854	$0.00	135,679	$0.00
Common Stock	Warrant (right to buy)	Disposition	2021-10-13	27,471	$0.00	27,471	$0.03

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	C	Direct
		No	4	C	Direct
		No	4	C	Direct
		No	4	C	Direct
		No	4	C	Direct
2016-03-15	2023-03-15	No	4	X	Direct

Footnotes

The Series A Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stocksplit, and had no expiration.
The Series A-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
The Series A-2 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
The Series B Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
On October 13, 2021, the reporting person exercised a warrant to purchase 27,471 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 74.05 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 27,396 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
The warrant expires on the earliest of (i) March 15, 2023, (ii) upon a liquidation, dissolution or winding up of the Company, (iii) the closing of a Sale Transaction (as defined in the warrant), (iv) upon the closing of the issuer's IPO or (v) upon repayment of a promissory note issued in connection with the warrant.