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Filing Details

Accession Number:: 0001104659-21-126894
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-15 21:02:28
Reporting Period:: 2021-10-13

Accepted Time:: 2021-10-15 21:02:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1455365	Cognition Therapeutics Inc	CGTX	Biological Products, (No Disgnostic Substances) (2836)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1876529	H. Mark Breedlove	C/O Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase NY 10577		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-10-13	44,806	$0.00	44,806	No	4	C	Indirect	By Breedlove Family Limited Partnership.
Common Stock	Acquisiton	2021-10-13	36,714	$0.00	81,520	No	4	C	Indirect	By Breedlove Family Limited Partnership.
Common Stock	Acquisiton	2021-10-13	225,281	$0.00	306,801	No	4	C	Indirect	By Breedlove Family Limited Partnership.
Common Stock	Acquisiton	2021-10-13	93,296	$0.00	400,097	No	4	C	Indirect	By Breedlove Family Limited Partnership.
Common Stock	Acquisiton	2021-10-13	4,354	$0.03	404,451	No	4	C	Indirect	By Breedlove Family Limited Partnership.
Common Stock	Disposition	2021-10-13	12	$12.00	404,439	No	4	S	Indirect	By Breedlove Family Limited Partnership.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Breedlove Family Limited Partnership.
No	4	C	Indirect	By Breedlove Family Limited Partnership.
No	4	C	Indirect	By Breedlove Family Limited Partnership.
No	4	C	Indirect	By Breedlove Family Limited Partnership.
No	4	C	Indirect	By Breedlove Family Limited Partnership.
No	4	S	Indirect	By Breedlove Family Limited Partnership.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2021-10-13	144,928	$0.00	44,806	$0.00
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2021-10-13	118,835	$0.00	36,714	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-10-13	826,278	$0.00	225,281	$0.00
Common Stock	Series B-1 Convertible Preferred Stock	Disposition	2021-10-13	301,978	$0.00	93,296	$0.00
Common Stock	Warrant (Right to Buy)	Disposition	2021-10-13	4,354	$0.00	4,354	$0.03

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
2016-03-15	2023-03-15	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	7,611	Direct

Footnotes

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.
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.
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.
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.
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.
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.
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.