Ogden CAP Associates, LLC - Oct 13, 2021 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: 10%+ Owner
Signature: By: /s/ Philip L. Milstein, Manager of Ogden CAP Properties, LLC, Manager of the reporting person
Stock symbol: CGTX
Transactions as of: Oct 13, 2021
Transactions value $: -$10
Form type: 4
Date filed: 10/15/2021, 09:51 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		+408K			408K	Oct 13, 2021	Direct	F1
transaction	CGTX	Common Stock	Conversion of derivative security		+103K	+25.26%		511K	Oct 13, 2021	Direct	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+273K	+53.38%		784K	Oct 13, 2021	Direct	F3
transaction	CGTX	Common Stock	Conversion of derivative security		+1.26M	+161.23%		2.05M	Oct 13, 2021	Direct	F4
transaction	CGTX	Common Stock	Conversion of derivative security		+136K	+6.63%		2.18M	Oct 13, 2021	Direct	F5
transaction	CGTX	Common Stock	Exercise of in-the-money or at-the-money derivative security	$879	+27.5K	+1.26%	$0.03^*	2.21M	Oct 13, 2021	Direct
transaction	CGTX	Common Stock	Sale	-$889	-74.1	0%	$12.00^*	2.21M	Oct 13, 2021	Direct	F6

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 Convertible Preferred Stock	Conversion of derivative security	$0	-1.32M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	408K		Direct	F1
transaction	CGTX	Series A-1 Convertible Preferred Stock	Conversion of derivative security	$0	-333K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	103K		Direct	F2
transaction	CGTX	Series A-2 Convertible Preferred Stock	Conversion of derivative security	$0	-882K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	273K		Direct	F3
transaction	CGTX	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-4.09M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	1.26M		Direct	F4
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-439K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	136K		Direct	F5
transaction	CGTX	Warrant (right to buy)	Exercise of in-the-money or at-the-money derivative security	$0	-27.5K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	27.5K	$0.03	Direct	F7

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

Explanation of Responses:

Id	Content
F1	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 stock split, and had no expiration.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.