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: Breedlove Mark H. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-13	Common Stock	C	44806	—	Acquired	44806	Indirect
2021-10-13	Common Stock	C	36714	—	Acquired	81520	Indirect
2021-10-13	Common Stock	C	225281	—	Acquired	306801	Indirect
2021-10-13	Common Stock	C	93296	—	Acquired	400097	Indirect
2021-10-13	Common Stock	C	4354	$.032	Acquired	404451	Indirect
2021-10-13	Common Stock	S	11.74	$12.00	Disposed	404439	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-13	Series A-1 Convertible Preferred Stock	$	C	144928	Disposed		Common Stock (44806)	Indirect
2021-10-13	Series A-2 Convertible Preferred Stock	$	C	118835	Disposed		Common Stock (36714)	Indirect
2021-10-13	Series B Convertible Preferred Stock	$	C	826278	Disposed		Common Stock (225281)	Indirect
2021-10-13	Series B-1 Convertible Preferred Stock	$	C	301978	Disposed		Common Stock (93296)	Indirect
2021-10-13	Warrant (Right to Buy)	$.032	X	4354	Disposed	2023-03-15	Common Stock (4354)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7611	Direct

Footnotes

F1: 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.

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 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

F6: The warrant expries 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 initial public offering, or (v) upon repayment of a promissory note issued in connection with the warrant.

F7: Represents securities held by the Breedlove Family Limited Partnership. The reporting person, as general partner of the Breedlove Family Limited Partnership, may be deemed to beneficially own the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.