Mark H. Breedlove - Oct 13, 2021 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: Director
Signature: By: /s/Lisa Ricciardi, Attorney- in-Fact
Stock symbol: CGTX
Transactions as of: Oct 13, 2021
Transactions value $: -$2
Form type: 4
Date filed: 10/15/2021, 09:02 PM
Previous filing: Oct 7, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CGTX	Common Stock	Conversion of derivative security		+44.8K			44.8K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F1, F7
transaction	CGTX	Common Stock	Conversion of derivative security		+36.7K	+81.94%		81.5K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F2, F7
transaction	CGTX	Common Stock	Conversion of derivative security		+225K	+276.35%		307K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F3, F7
transaction	CGTX	Common Stock	Conversion of derivative security		+93.3K	+30.41%		400K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F4, F7
transaction	CGTX	Common Stock	Conversion of derivative security	$139	+4.35K	+1.09%	$0.03^*	404K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F7
transaction	CGTX	Common Stock	Sale	-$141	-11.7	0%	$12.00^*	404K	Oct 13, 2021	By Breedlove Family Limited Partnership.	F5, F7
holding	CGTX	Common Stock						7.61K	Oct 13, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CGTX	Series A-1 Convertible Preferred Stock	Conversion of derivative security	$0	-145K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	44.8K		By Breedlove Family Limited Partnership.	F1, F7
transaction	CGTX	Series A-2 Convertible Preferred Stock	Conversion of derivative security	$0	-119K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	36.7K		By Breedlove Family Limited Partnership.	F2, F7
transaction	CGTX	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-826K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	225K		By Breedlove Family Limited Partnership.	F3, F7
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-302K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	93.3K		By Breedlove Family Limited Partnership.	F4, F7
transaction	CGTX	Warrant (Right to Buy)	Exercise of in-the-money or at-the-money derivative security	$0	-4.35K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	4.35K	$0.03	By Breedlove Family Limited Partnership.	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	On October 13, 2021, the reporting person exercised a warrant to purchase 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
F6	The warrant expries 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 initial public offering, or (v) upon repayment of a promissory note issued in connection with the warrant.
F7	Represents securities held by the Breedlove Family Limited Partnership. The reporting person, as general partner of the Breedlove Family Limited Partnership, may be deemed to beneficially own the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.