Ogden CAP Associates, LLC - Oct 7, 2021 Form 3 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: 10%+ Owner
Signature: /s/ Philip L. Milstein, Manager of Ogden CAP Properties, LLC, Manager of the reporting person
Stock symbol: CGTX
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/7/2021, 08:26 PM
Next filing: Oct 15, 2021

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	Series A Convertible Preferred Stock							Oct 7, 2021	Common Stock	408K		Direct	F1
holding	CGTX	Series A-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	103K		Direct	F2
holding	CGTX	Series A-2 Convertible Preferred Stock							Oct 7, 2021	Common Stock	273K		Direct	F3
holding	CGTX	Series B Convertible Preferred Stock							Oct 7, 2021	Common Stock	1.26M		Direct	F4
holding	CGTX	Series B-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	136K		Direct	F5
holding	CGTX	Warrant (Right to Buy)							Oct 7, 2021	Common Stock	27.5K	$0.03	Direct	F6

* 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 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 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F2	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.
F3	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.
F4	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.
F5	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.
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 ("IPO") or (v) upon repayment of a promissory note issued in connection with the warrant.