COGNITION THERAPEUTICS INC — Director's Dealing 2021

Oct 8, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COGNITION THERAPEUTICS INC (CGTX)
CIK: 0001455365
Period of Report: 2021-10-07

Reporting Person: Breedlove Mark H. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7611	Direct

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)	$0.84	2025-09-22	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
Series A-1 Convertible Preferred Stock	$		Common Stock (44806)		Indirect
Series A-2 Convertible Preferred Stock	$		Common Stock (36714)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (255281)		Indirect
Series B-1 Convertible Preferred Stock	$		Common Stock (93296)		Indirect
Warrant (Right to Buy)	$0.03	2023-03-15	Common Stock (4354)		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 vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on September 22, 2015.

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 Series A-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 A-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.

F5: The Series A-2 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 A-2 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.

F6: 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.

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: 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.