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COGNITION THERAPEUTICS INC — Director's Dealing 2021
Oct 8, 2021
34027_dirs_2021-10-07_ad4ad47a-7bdd-48cf-8329-222258ed57f4.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: COGNITION THERAPEUTICS INC (CGTX)
CIK: 0001455365
Period of Report: 2021-10-07
Reporting Person: BIOS Memory SPV I, LP (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series B Convertible Preferred Stock | $ | Common Stock (1424014) | Direct | ||
| Series B Convertible Preferred Stock | $ | Common Stock (418926) | Indirect | ||
| Series B Convertible Preferred Stock | $ | Common Stock (245029) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (78298) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (255765) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (351844) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (34238) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (41620) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (596899) | Indirect | ||
| Series B-1 Convertible Preferred Stock | $ | Common Stock (34472) | Indirect | ||
| Warrant (Right to Buy) | $0.03 | 2023-03-15 | Common Stock (33495) | Indirect | |
| Simple Agreement for Future Equity | $ | Common Stock () | Indirect | ||
| Simple Agreement for Future Equity | $ | Common Stock () | Indirect | ||
| Simple Agreement for Future Equity | $ | Common Stock () | Indirect |
Footnotes
F1: The Series B Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F2: The Series B-1 Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
F3: 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 ("IPO") or (v) upon repayment of a promissory note issued in connection with the warrant.
F4: The Simple Agreement for Future Equity is convertible into Common Stock automatically upon the closing of the issuer's IPO and has no expiration date.