Form 4 for CGTX COGNITION THERAPEUTICS INC
Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-13 · accession 0001104659-21-126894 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-10-15 | 2021-10-13 | CGTX | Breedlove Mark H. | Dir | C - Cnv Deriv | $0.03 | +404.5K | 44.8K | New | +$12.1K |
| DI | 2021-10-15 | 2021-10-13 | CGTX | Breedlove Mark H. | Dir | S - Sale | $12.00 | -11.74 | 404.4K | -0.0% | -$140.88 |
| DI | 2021-10-15 | 2021-10-13 | CGTX | Breedlove Mark H. | Dir | X - OptEx | $0.00 | -4,354 | 0 | -100% | $0 |
| DMI | 2021-10-15 | 2021-10-13 | CGTX | Breedlove Mark H. | Dir | C - Cnv Deriv | $0.00 | -1.39M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-10-13 | C | A | 36,714 | — | 81,520 | I By Breedlove Family Limited Partnership. | — | — | (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. (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. |
| 2 | Common | Common Stock | 2021-10-13 | C | A | 225,281 | — | 306,801 | I By Breedlove Family Limited Partnership. | — | — | (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. (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. |
| 3 | Common | Common Stock | 2021-10-13 | C | A | 93,296 | — | 400,097 | I By Breedlove Family Limited Partnership. | — | — | (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. (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. |
| 4 | Common | Common Stock | 2021-10-13 | C | A | 4,354 | $0.03 | 404,451 | I By Breedlove Family Limited Partnership. | — | — | (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. |
| 5 | Common | Common Stock | 2021-10-13 | S | D | 11.74 | $12.00 | 404,439 | I By Breedlove Family Limited Partnership. | — | — | (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. |
| 6 | Common | Common Stock | 2021-10-13 | C | A | 44,806 | — | 44,806 | I By Breedlove Family Limited Partnership. | — | — | (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. (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. |
| 7 | Derivative | Warrant (Right to Buy) | 2021-10-13 | X | D | 4,354 | $0.00 | 0 | I By Breedlove Family Limited Partnership. | $0.03 · 2016-03-15 to 2023-03-15 | 4,354 Common Stock | (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. (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. |
| 8 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 301,978 | $0.00 | 0 | I By Breedlove Family Limited Partnership. | — · — to — | 93,296 Common Stock | (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. (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. |
| 9 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 826,278 | $0.00 | 0 | I By Breedlove Family Limited Partnership. | — · — to — | 225,281 Common Stock | (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. (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. |
| 10 | Derivative | Series A-2 Convertible Preferred Stock | 2021-10-13 | C | D | 118,835 | $0.00 | 0 | I By Breedlove Family Limited Partnership. | — · — to — | 36,714 Common Stock | (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. (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. |
| 11 | Derivative | Series A-1 Convertible Preferred Stock | 2021-10-13 | C | D | 144,928 | $0.00 | 0 | I By Breedlove Family Limited Partnership. | — · — to — | 44,806 Common Stock | (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. (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. |