Mark H. Breedlove - 13 Oct 2021 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Reporting relationship: Director
Issuer ticker: CGTX
Reported as of: 13 Oct 2021
Net transaction value: -$1.55
SEC form: 4
Accepted by SEC: 15 Oct 2021, 21:02:28 UTC
Prior SEC filing: 07 Oct 2021
Source filing: View source filing
Reporting owner signature: By: /s/Lisa Ricciardi, Attorney- in-Fact

Key filing fact

Mark H. Breedlove filed Form 4 for COGNITION THERAPEUTICS INC (CGTX) on 15 Oct 2021.

Key facts

This page summarizes Mark H. Breedlove's Form 4 filing for COGNITION THERAPEUTICS INC (CGTX).
11 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 15 Oct 2021, 21:02.

Change

Previous filing in this sequence was filed on 07 Oct 2021.
Current net transaction value: -$1.55.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CGTX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +44,806
Change %
Price
Shares after: 44,806
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F1, F7

CGTX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +36,714
Change %: +82%
Price
Shares after: 81,520
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F2, F7

CGTX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +225,281
Change %: +276%
Price
Shares after: 306,801
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F3, F7

CGTX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +93,296
Change %: +30%
Price
Shares after: 400,097
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F4, F7

CGTX transaction

Common Stock

Conversion of derivative security

Transaction value: $139
Shares: +4,354
Change %: +1.1%
Price: $0.0320^*
Shares after: 404,451
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F7

CGTX transaction

Common Stock

Sale

Transaction value: $141
Shares: -12
Change %: -0%
Price: $12.00^*
Shares after: 404,439
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Footnotes: F5, F7

CGTX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 7,611
Date: 13 Oct 2021
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CGTX transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -144,928
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Underlying class: Common Stock
Underlying amount: 44,806
Exercise price
Footnotes: F1, F7

CGTX transaction Derivative

Series A-2 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -118,835
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Underlying class: Common Stock
Underlying amount: 36,714
Exercise price
Footnotes: F2, F7

CGTX transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -826,278
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Underlying class: Common Stock
Underlying amount: 225,281
Exercise price
Footnotes: F3, F7

CGTX transaction Derivative

Series B-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -301,978
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Underlying class: Common Stock
Underlying amount: 93,296
Exercise price
Footnotes: F4, F7

CGTX transaction Derivative

Warrant (Right to Buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -4,354
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 13 Oct 2021
Ownership: By Breedlove Family Limited Partnership.
Underlying class: Common Stock
Underlying amount: 4,354
Exercise price: $0.0320
Footnotes: F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

The Series A-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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F5

On October 13, 2021, the reporting person exercised a warrant to purchase 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

Footnote 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, or (v) upon repayment of a promissory note issued in connection with the warrant.

Footnote F7

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.