| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CGTX | Stock Option (right to buy) | Oct 7, 2021 | Common Stock | 3.86K | $1.75 | Direct | F1, F2 | ||||||
| holding | CGTX | Stock Option (right to buy) | Oct 7, 2021 | Common Stock | 3.86K | $1.07 | Direct | F1, F3 | ||||||
| holding | CGTX | Series B Convertible Preferred Stock | Oct 7, 2021 | Common Stock | 1.42M | By Bios Memory SPV I, LP | F4, F5, F6, F7, F8 |
| Id | Content |
|---|---|
| F1 | This amendment (this "Amendment") to the Form 3 filed by Dr. Aaron G. L. Fletcher on October 7, 2021 (the "Original Filing") is being filed to (i) correct the number of shares underlying the two stock options re-reported here, (ii) add certain persons identified in the footnotes of the Original Filing as Reporting Persons, (iii) amend and restate footnote 6 of the Original Filing in its entirety as set forth in footnote 6 of this Amendment, and (iv) further describe the relationships between the Reporting Persons in footnotes 4 and 5 of this Amendment. |
| F2 | These options vest in four (4) equal annual installments beginning on February 1, 2022. These options were granted on February 23, 2021. |
| F3 | These options vest in four (4) equal annual installments beginning on March 1, 2021. These options were granted on February 27, 2020. |
| F4 | This line item is being re-reported here to (i) amend and restate footnote 6 of the Original Filing in its entirety as set forth in footnote 6 of this Amendment, and (ii) further describe the relationships between the Reporting Persons in footnotes 7 and 8 of this Amendment. |
| F5 | The Series B Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. |
| F6 | Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Leslie W. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Dr. Fletcher, is the general partner of Bios Management. |
| F7 | Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management each share voting and investment control with respect to the shares held by the following entities: Bios Memory SPV I, LP, Bios Fund I, LP, Bios Fund I QP, LP, Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, Bios Memory SPV II, LP, Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP (collectively, the "Bios Equity Entities"). Because of the relationship between Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management, Cavu Management and the Bios Equity Entities, each of Dr. Fletcher, Mr. Kreis, Bios Advisors, Cavu Advisors, Bios Management and Cavu Management may be deemed to beneficially own the shares held directly by the Bios Equity Entities. |
| F8 | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
This Amendment is the first of two amendments filed relating to the same event. The second amendment will be filed with respect to the Form 3 filed by Bios Memory SPV I, LP on October 7, 2021 ("Bios Memory I Filing"). The Original Filing and the Bios Memory I Filing were filed in connection with the same event and disclosed the same holdings of the Bios Equity Entities. These amendments are being filed separately because there are more than 10 Reporting Persons in total and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons.