Mark H. Breedlove - Oct 7, 2021 Form 3 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: Director
Signature: /s/ Lisa Ricciardi, Attorney-in-Fact
Stock symbol: CGTX
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/7/2021, 08:04 PM
Next filing: Oct 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CGTX	Common Stock						7.61K	Oct 7, 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
holding	CGTX	Stock Option (right to buy)							Oct 7, 2021	Common Stock	3.87K	$1.75	Direct	F1
holding	CGTX	Stock Option (right to buy)							Oct 7, 2021	Common Stock	3.87K	$0.84	Direct	F2
holding	CGTX	Stock Option (right to buy)							Oct 7, 2021	Common Stock	7.73K	$1.07	Direct	F3
holding	CGTX	Stock Option (right to buy)							Oct 7, 2021	Common Stock	3.87K	$1.07	Direct	F3
holding	CGTX	Series A-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	44.8K		By Breedlove Family Limited Partnership.	F4, F9
holding	CGTX	Series A-2 Convertible Preferred Stock							Oct 7, 2021	Common Stock	36.7K		By Breedlove Family Limited Partnership.	F5, F9
holding	CGTX	Series B Convertible Preferred Stock							Oct 7, 2021	Common Stock	255K		By Breedlove Family Limited Partnership.	F6, F9
holding	CGTX	Series B-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	93.3K		By Breedlove Family Limited Partnership.	F7, F9
holding	CGTX	Warrant (Right to Buy)							Oct 7, 2021	Common Stock	4.35K	$0.03	By Breedlove Family Limited Partnership.	F8, F9

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

Explanation of Responses:

Id	Content
F1	The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 23, 2021.
F2	The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on September 22, 2015.
F3	The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
F4	The Series A-1 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 A-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F5	The Series A-2 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 A-2 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F6	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.
F7	The Series B-1 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-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F8	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 ("IPO") or (v) upon repayment of a promissory note issued in connection with the warrant.
F9	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.