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: Golden Seeds Cognition Therapeutics LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-13	Common Stock	C	273321	—	Acquired	273321	Direct
2021-10-13	Common Stock	C	167721	—	Acquired	441042	Direct
2021-10-13	Common Stock	C	1237959	—	Acquired	1679001	Direct
2021-10-13	Common Stock	C	486742	—	Acquired	2165743	Direct
2021-10-13	Common Stock	X	12276	$.032	Acquired	2178019	Direct
2021-10-13	Common Stock	S	33.09	$12.00	Disposed	2177985	Direct
2021-10-13	Common Stock	C	311706	—	Acquired	2489691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-13	Series A-1 Convertible Preferred Stock	$	C	884058	Disposed		Common Stock (273321)	Direct
2021-10-13	Series A-2 Convertible Preferred Stock	$	C	542496	Disposed		Common Stock (167721)	Direct
2021-10-13	Series B Convertible Preferred Stock	$	C	4004181	Disposed		Common Stock (1237959)	Direct
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	1574370	Disposed		Common Stock (486742)	Direct
2021-10-13	Warrant (right to buy)	$.032	X	12276	Disposed	2023-03-15	Common Stock (12276)	Direct
2021-10-13	Simple Agreement for Future Equity	$	C		Disposed		Common Stock (311706)	Direct

Footnotes

F1: The Series A-1 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 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.

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.

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.

F5: On October 13, 2021, the reporting person exercised a warrant to purchase 12,276 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 33.09 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,242 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

F6: 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.

F7: 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.