Filing Details
- Accession Number:
- 0001104659-21-126905
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-10-15 21:51:31
- Reporting Period:
- 2021-10-13
- Accepted Time:
- 2021-10-15 21:51:31
- 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 |
|---|---|---|---|---|---|---|---|
| 1789490 | G.l. Aaron Fletcher | C/O Cognition Therapeutics, Inc., 2500 Westchester Ave., Purchase NY 10577 | Yes | No | No | No |
Reported Non-Derivative Transactions
| 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 | 1,424,014 | $0.00 | 1,424,014 | No | 4 | C | Indirect | By Bios Memory SPV I, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 418,926 | $0.00 | 418,926 | No | 4 | C | Indirect | By Bios Fund I, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 245,029 | $0.00 | 245,029 | No | 4 | C | Indirect | By Bios Fund I, QP, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 78,298 | $0.00 | 78,298 | No | 4 | C | Indirect | By Bios Fund II, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 255,765 | $0.00 | 255,765 | No | 4 | C | Indirect | By Bios Fund II, QP, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 34,238 | $0.00 | 34,238 | No | 4 | C | Indirect | By Bios Fund II, NT, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 23,341 | $12.00 | 57,579 | No | 4 | P | Indirect | By Bios Fund II, NT, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 351,844 | $0.00 | 351,844 | No | 4 | C | Indirect | By Bios Memory SPV II, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 33,495 | $0.03 | 385,339 | No | 4 | X | Indirect | By Bios Memory SPV II, LP. |
| Common Stock | Disposition | 2021-10-13 | 90 | $12.00 | 385,248 | No | 4 | S | Indirect | By Bios Memory SPV II, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 41,620 | $0.00 | 41,620 | No | 4 | C | Indirect | By Bios Fund III, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 24,263 | $0.00 | 65,883 | No | 4 | C | Indirect | By Bios Fund III, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 22,129 | $12.00 | 88,012 | No | 4 | P | Indirect | By Bios Fund III, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 596,899 | $0.00 | 596,899 | No | 4 | C | Indirect | By Bios Fund III, QP, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 158,476 | $0.00 | 755,375 | No | 4 | C | Indirect | By Bios Fund III, QP, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 144,530 | $12.00 | 899,905 | No | 4 | P | Indirect | By Bios Fund III, QP, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 34,472 | $0.00 | 34,472 | No | 4 | C | Indirect | By Bios Fund III, NT, LP. |
| Common Stock | Acquisiton | 2021-10-13 | 25,593 | $0.00 | 60,065 | No | 4 | C | Indirect | By Bios Fund III, NT, LP. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By Bios Memory SPV I, LP. |
| No | 4 | C | Indirect | By Bios Fund I, LP. |
| No | 4 | C | Indirect | By Bios Fund I, QP, LP. |
| No | 4 | C | Indirect | By Bios Fund II, LP. |
| No | 4 | C | Indirect | By Bios Fund II, QP, LP. |
| No | 4 | C | Indirect | By Bios Fund II, NT, LP. |
| No | 4 | P | Indirect | By Bios Fund II, NT, LP. |
| No | 4 | C | Indirect | By Bios Memory SPV II, LP. |
| No | 4 | X | Indirect | By Bios Memory SPV II, LP. |
| No | 4 | S | Indirect | By Bios Memory SPV II, LP. |
| No | 4 | C | Indirect | By Bios Fund III, LP. |
| No | 4 | C | Indirect | By Bios Fund III, LP. |
| No | 4 | P | Indirect | By Bios Fund III, LP. |
| No | 4 | C | Indirect | By Bios Fund III, QP, LP. |
| No | 4 | C | Indirect | By Bios Fund III, QP, LP. |
| No | 4 | P | Indirect | By Bios Fund III, QP, LP. |
| No | 4 | C | Indirect | By Bios Fund III, NT, LP. |
| No | 4 | C | Indirect | By Bios Fund III, NT, LP. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2021-10-13 | 4,605,985 | $0.00 | 1,424,014 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2021-10-13 | 1,355,017 | $0.00 | 418,926 | $0.00 |
| Common Stock | Series B Convertible Preferred Stock | Disposition | 2021-10-13 | 792,547 | $0.00 | 245,029 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 253,256 | $0.00 | 78,298 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 827,275 | $0.00 | 255,765 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 1,138,040 | $0.00 | 351,844 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 110,744 | $0.00 | 34,238 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 134,626 | $0.00 | 41,620 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 1,930,673 | $0.00 | 596,899 | $0.00 |
| Common Stock | Series B-1 Convertible Preferred Stock | Disposition | 2021-10-13 | 111,504 | $0.00 | 34,472 | $0.00 |
| Common Stock | Warrant (right to buy) | Disposition | 2021-10-13 | 33,495 | $0.00 | 33,495 | $0.03 |
| Common Stock | Simple Agreement for Future Equity | Disposition | 2021-10-13 | 24,263 | $0.00 | 0 | $0.00 |
| Common Stock | Simple Agreement for Future Equity | Disposition | 2021-10-13 | 158,476 | $0.00 | 0 | $0.00 |
| Common Stock | Simple Agreement for Future Equity | Disposition | 2021-10-13 | 25,593 | $0.00 | 0 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | 2016-03-15 | 2023-03-15 | No | 4 | X | Indirect |
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("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 33,495 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 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
- The warrant expires 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 IPO or (v) upon repayment of a promissory note issued in connection with the warrant.
- The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
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