Golden Seeds Cognition Therapeutics LLC - 13 Oct 2021 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role
10%+ Owner
Signature
By: /s/ Peggy Wallace, Authorized Representative
Issuer symbol
CGTX
Transactions as of
13 Oct 2021
Net transactions value
-$2,992,386
Form type
4
Filing time
15 Oct 2021, 21:51:22 UTC
Previous filing
07 Oct 2021
Next filing
29 Sep 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CGTX Common Stock Conversion of derivative security +273,321 273,321 13 Oct 2021 Direct F1
transaction CGTX Common Stock Conversion of derivative security +167,721 +61% 441,042 13 Oct 2021 Direct F2
transaction CGTX Common Stock Conversion of derivative security +1,237,959 +281% 1,679,001 13 Oct 2021 Direct F3
transaction CGTX Common Stock Conversion of derivative security +486,742 +29% 2,165,743 13 Oct 2021 Direct F4
transaction CGTX Common Stock Exercise of in-the-money or at-the-money derivative security $393 +12,276 +0.57% $0.0320* 2,178,019 13 Oct 2021 Direct
transaction CGTX Common Stock Sale $397 -33 -0% $12.00* 2,177,985 13 Oct 2021 Direct F5
transaction CGTX Common Stock Conversion of derivative security +311,706 +14% 2,489,691 13 Oct 2021 Direct F7

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 -884,058 -100% $0.000000* 0 13 Oct 2021 Common Stock 273,321 Direct F1
transaction CGTX Series A-2 Convertible Preferred Stock Conversion of derivative security $0 -542,496 -100% $0.000000* 0 13 Oct 2021 Common Stock 167,721 Direct F2
transaction CGTX Series B Convertible Preferred Stock Conversion of derivative security $0 -4,004,181 -100% $0.000000* 0 13 Oct 2021 Common Stock 1,237,959 Direct F3
transaction CGTX Series B-1 Convertible Preferred Stock Conversion of derivative security $0 -1,574,370 -100% $0.000000* 0 13 Oct 2021 Common Stock 486,742 Direct F4
transaction CGTX Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -12,276 -100% $0.000000* 0 13 Oct 2021 Common Stock 12,276 $0.0320 Direct F6
transaction CGTX Simple Agreement for Future Equity Conversion of derivative security $2,992,382 0 13 Oct 2021 Common Stock 311,706 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-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.
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 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.
F6 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.
F7 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.