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Filing Details

Accession Number:: 0001104659-21-126904
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-15 21:51:22
Reporting Period:: 2021-10-13

Accepted Time:: 2021-10-15 21:51:22
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
1884796	Golden Seeds Cognition Therapeutics Llc	C/O Cognition Therapeutics, Inc., 2500 Westchester Ave., Purchase NY 10577		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-10-13	273,321	$0.00	273,321	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	167,721	$0.00	441,042	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	1,237,959	$0.00	1,679,001	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	486,742	$0.00	2,165,743	No	4	C	Direct
Common Stock	Acquisiton	2021-10-13	12,276	$0.03	2,178,019	No	4	X	Direct
Common Stock	Disposition	2021-10-13	33	$12.00	2,177,985	No	4	S	Direct
Common Stock	Acquisiton	2021-10-13	311,706	$0.00	2,489,691	No	4	C	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	X	Direct
No	4	S	Direct
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2021-10-13	884,058	$0.00	273,321	$0.00
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2021-10-13	542,496	$0.00	167,721	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-10-13	4,004,181	$0.00	1,237,959	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2021-10-13	1,574,370	$0.00	486,742	$0.00
Common Stock	Warrant (right to buy)	Disposition	2021-10-13	12,276	$0.00	12,276	$0.03
Common Stock	Simple Agreement for Future Equity	Disposition	2021-10-13	0	$0.00	311,706	$0.00

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
2016-03-15	2023-03-15	No	4	X	Direct
		No	4	C	Direct

Footnotes

The Series A-1 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 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 12,276 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 33.09 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,242 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.
The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.