Golden Seeds Cognition Therapeutics LLC - Oct 7, 2021 Form 3 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: 10%+ Owner
Signature: /s/ Peggy Wallace, Authorized Representative
Stock symbol: CGTX
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/7/2021, 08:27 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-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	273K		Direct	F1
holding	CGTX	Series A-2 Convertible Preferred Stock							Oct 7, 2021	Common Stock	168K		Direct	F2
holding	CGTX	Series B Convertible Preferred Stock							Oct 7, 2021	Common Stock	1.24M		Direct	F3
holding	CGTX	Series B-1 Convertible Preferred Stock							Oct 7, 2021	Common Stock	487K		Direct	F4
holding	CGTX	Warrant (Right to Buy)							Oct 7, 2021	Common Stock	12.3K	$0.03	Direct	F5
holding	CGTX	Simple Agreement for Future Equity							Oct 7, 2021	Common Stock	$2.99M		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-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.
F2	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.
F3	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.
F4	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.
F5	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.
F6	The Simple Agreement for Future Equity is convertible into common stock automatically upon the closing of the issuer's IPO and has no expiration date.