Filing Details

Accession Number:
0001104659-21-126906
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-10-15 21:54:18
Reporting Period:
2021-10-13
Accepted Time:
2021-10-15 21:54:18
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
1643749 Bios Memory Spv I, Lp C/O Bios Partners,
1751 River Run, Suite 400,
Fort Worth TX 76107
No No Yes 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 Direct
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 Direct
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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.