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: Ogden CAP Associates, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-13	Common Stock	C	407916	—	Acquired	407916	Direct
2021-10-13	Common Stock	C	103055	—	Acquired	510971	Direct
2021-10-13	Common Stock	C	272756	—	Acquired	783727	Direct
2021-10-13	Common Stock	C	1263575	—	Acquired	2047302	Direct
2021-10-13	Common Stock	C	135679	—	Acquired	2182981	Direct
2021-10-13	Common Stock	X	27471	$.032	Acquired	2210452	Direct
2021-10-13	Common Stock	S	74.05	$12.00	Disposed	2210377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-13	Series A Convertible Preferred Stock	$	C	1319408	Disposed		Common Stock (407916)	Direct
2021-10-13	Series A-1 Convertible Preferred Stock	$	C	333333	Disposed		Common Stock (103055)	Direct
2021-10-13	Series A-2 Convertible Preferred Stock	$	C	882233	Disposed		Common Stock (272756)	Direct
2021-10-13	Series B Convertible Preferred Stock	$	C	4087046	Disposed		Common Stock (1263575)	Direct
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	438854	Disposed		Common Stock (135679)	Direct
2021-10-13	Warrant (right to buy)	$.032	X	27471	Disposed	2023-03-15	Common Stock (27471)	Direct

Footnotes

F1: The Series A 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-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: 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.

F4: 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.

F5: 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.

F6: On October 13, 2021, the reporting person exercised a warrant to purchase 27,471 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 74.05 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 27,396 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

F7: 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.