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COGNITION THERAPEUTICS INC — Director's Dealing 2021
Oct 8, 2021
34027_dirs_2021-10-07_1fb484de-c79c-4440-a7a5-bbb0b2bcb8b4.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: Fletcher Aaron G.L. (Director)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Option (right to buy) | $1.75 | 2031-02-23 | Common Stock (3865) | Direct | |
| Stock Option (right to buy) | $1.07 | 2030-02-27 | Common Stock (7729) | Direct | |
| Stock Option (right to buy) | $1.07 | 2030-02-27 | Common Stock (3865) | Direct | |
| Stock Option (right to buy) | $.84 | 2025-09-22 | Common Stock (7729) | Direct | |
| Series B Convertible Preferred Stock | $ | Common Stock (1424014) | Indirect | ||
| 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) | $.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 option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 23, 2021.
F2: The option is fully vested.
F3: The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
F4: The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
F5: 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.
F6: Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP . Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP and Bios Capital Management, LP are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Bios Advisors GP, LLC, an entity that is managed and controlled by the reporting person, is the general partner of Bios Capital Management, LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F7: 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.
F8: 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.
F9: 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.