Form 4 for CGTX COGNITION THERAPEUTICS INC
Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-13 · accession 0001104659-21-126903 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-10-15 | 2021-10-13 | CGTX | Ogden CAP Associates, LLC | 10% | C - Cnv Deriv | — | +2.18M | 2.18M | New | — |
| D | 2021-10-15 | 2021-10-13 | CGTX | Ogden CAP Associates, LLC | 10% | X - OptEx | $0.03 | +27.5K | 2.21M | +1% | +$824.13 |
| D | 2021-10-15 | 2021-10-13 | CGTX | Ogden CAP Associates, LLC | 10% | S - Sale+OE | $12.00 | -74.05 | 2.21M | -0.0% | -$888.60 |
| D | 2021-10-15 | 2021-10-13 | CGTX | Ogden CAP Associates, LLC | 10% | X - OptEx | $0.00 | -27.5K | 0 | -100% | $0 |
| DM | 2021-10-15 | 2021-10-13 | CGTX | Ogden CAP Associates, LLC | 10% | C - Cnv Deriv | $0.00 | -7.06M | 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 | 407,916 | — | 407,916 | D | — | — | (F1) The Series A Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. |
| 2 | Common | Common Stock | 2021-10-13 | C | A | 103,055 | — | 510,971 | D | — | — | (F2) 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. |
| 3 | Common | Common Stock | 2021-10-13 | C | A | 272,756 | — | 783,727 | D | — | — | (F3) 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. |
| 4 | Common | Common Stock | 2021-10-13 | C | A | 1,263,575 | — | 2,047,302 | D | — | — | (F4) 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. |
| 5 | Common | Common Stock | 2021-10-13 | X | A | 27,471 | $0.03 | 2,210,452 | D | — | — | |
| 6 | Common | Common Stock | 2021-10-13 | C | A | 135,679 | — | 2,182,981 | D | — | — | (F5) 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. |
| 7 | Common | Common Stock | 2021-10-13 | S | D | 74.05 | $12.00 | 2,210,377 | D | — | — | |
| 8 | Derivative | Warrant (right to buy) | 2021-10-13 | X | D | 27,471 | $0.00 | 0 | D | $0.03 · 2016-03-15 to 2023-03-15 | 27,471 Common Stock | (F7) The warrant expires 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 IPO or (v) upon repayment of a promissory note issued in connection with the warrant. |
| 9 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 438,854 | $0.00 | 0 | D | — · — to — | 135,679 Common Stock | (F5) 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. |
| 10 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 4,087,046 | $0.00 | 0 | D | — · — to — | 1,263,575 Common Stock | (F4) 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. |
| 11 | Derivative | Series A-1 Convertible Preferred Stock | 2021-10-13 | C | D | 333,333 | $0.00 | 0 | D | — · — to — | 103,055 Common Stock | (F2) 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. |
| 12 | Derivative | Series A Convertible Preferred Stock | 2021-10-13 | C | D | 1,319,408 | $0.00 | 0 | D | — · — to — | 407,916 Common Stock | (F1) The Series A Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. |
| 13 | Derivative | Series A-2 Convertible Preferred Stock | 2021-10-13 | C | D | 882,233 | $0.00 | 0 | D | — · — to — | 272,756 Common Stock | (F3) 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. |