COGNITION THERAPEUTICS INC — Director's Dealing 2021

Oct 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNITION THERAPEUTICS INC (CGTX)
CIK: 0001455365
Period of Report: 2021-10-13

Reporting Person: BIOS Memory SPV I, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-13	Common Stock	C	1424014	—	Acquired	1424014	Direct
2021-10-13	Common Stock	C	418926	—	Acquired	418926	Indirect
2021-10-13	Common Stock	C	245029	—	Acquired	245029	Indirect
2021-10-13	Common Stock	C	78298	—	Acquired	78298	Indirect
2021-10-13	Common Stock	C	255765	—	Acquired	255765	Indirect
2021-10-13	Common Stock	C	34238	—	Acquired	34238	Indirect
2021-10-13	Common Stock	P	23341	$12.00	Acquired	57579	Indirect
2021-10-13	Common Stock	C	351844	—	Acquired	351844	Indirect
2021-10-13	Common Stock	X	33495	$.032	Acquired	385339	Indirect
2021-10-13	Common Stock	S	90.28	$12.00	Disposed	385248	Indirect
2021-10-13	Common Stock	C	41620	—	Acquired	41620	Indirect
2021-10-13	Common Stock	C	24263	—	Acquired	65883	Indirect
2021-10-13	Common Stock	P	22129	$12.00	Acquired	88012	Indirect
2021-10-13	Common Stock	C	596899	—	Acquired	596899	Indirect
2021-10-13	Common Stock	C	158476	—	Acquired	755375	Indirect
2021-10-13	Common Stock	P	144530	$12.00	Acquired	899905	Indirect
2021-10-13	Common Stock	C	34472	—	Acquired	34472	Indirect
2021-10-13	Common Stock	C	25593	—	Acquired	60065	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-13	Series B Convertible Preferred Stock	$	C	4605985	Disposed		Common Stock (1424014)	Direct
2021-10-13	Series B Convertible Preferred Stock	$	C	1355017	Disposed		Common Stock (418926)	Indirect
2021-10-13	Series B Convertible Preferred Stock	$	C	792547	Disposed		Common Stock (245029)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	253256	Disposed		Common Stock (78298)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	827275	Disposed		Common Stock (255765)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	1138040	Disposed		Common Stock (351844)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	110744	Disposed		Common Stock (34238)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	134626	Disposed		Common Stock (41620)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	1930673	Disposed		Common Stock (596899)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	111504	Disposed		Common Stock (34472)	Indirect
2021-10-13	Warrant (right to buy)	$.032	X	33495	Disposed	2023-03-15	Common Stock (33495)	Indirect
2021-10-13	Simple Agreement for Future Equity	$	C	24263	Disposed		Common Stock ()	Indirect
2021-10-13	Simple Agreement for Future Equity	$	C	158476	Disposed		Common Stock ()	Indirect
2021-10-13	Simple Agreement for Future Equity	$	C	25593	Disposed		Common Stock ()	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.