Form 4 for CGTX COGNITION THERAPEUTICS INC
Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-13 · accession 0001104659-21-126904 · 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 | Golden Seeds Cognition Therapeutics LLC | 10% | C - Cnv Deriv | — | +2.48M | 2.49M | +20,237% | — |
| D | 2021-10-15 | 2021-10-13 | CGTX | Golden Seeds Cognition Therapeutics LLC | 10% | X - OptEx | $0.03 | +12.3K | 2.18M | +0.6% | +$368.28 |
| D | 2021-10-15 | 2021-10-13 | CGTX | Golden Seeds Cognition Therapeutics LLC | 10% | S - Sale+OE | $12.00 | -33.09 | 2.18M | -0.0% | -$397.08 |
| DM | 2021-10-15 | 2021-10-13 | CGTX | Golden Seeds Cognition Therapeutics LLC | 10% | C - Cnv Deriv | $0.00 | -7.01M | 0 | -100% | $0 |
| D | 2021-10-15 | 2021-10-13 | CGTX | Golden Seeds Cognition Therapeutics LLC | 10% | X - OptEx | $0.00 | -12.3K | 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 | 167,721 | — | 441,042 | D | — | — | (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. |
| 2 | Common | Common Stock | 2021-10-13 | C | A | 1,237,959 | — | 1,679,001 | D | — | — | (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. |
| 3 | Common | Common Stock | 2021-10-13 | C | A | 486,742 | — | 2,165,743 | D | — | — | (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. |
| 4 | Common | Common Stock | 2021-10-13 | X | A | 12,276 | $0.03 | 2,178,019 | D | — | — | |
| 5 | Common | Common Stock | 2021-10-13 | S | D | 33.09 | $12.00 | 2,177,985 | D | — | — | |
| 6 | Common | Common Stock | 2021-10-13 | C | A | 273,321 | — | 273,321 | D | — | — | (F1) The Series A-1 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. |
| 7 | Common | Common Stock | 2021-10-13 | C | A | 311,706 | — | 2,489,691 | D | — | — | (F7) The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. |
| 8 | Derivative | Simple Agreement for Future Equity | 2021-10-13 | C | D | — | $0.00 | 0 | D | — · — to — | 311,706 Common Stock | (F7) The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration. |
| 9 | Derivative | Warrant (right to buy) | 2021-10-13 | X | D | 12,276 | $0.00 | 0 | D | $0.03 · 2016-03-15 to 2023-03-15 | 12,276 Common Stock | (F6) 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. |
| 10 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 1,574,370 | $0.00 | 0 | D | — · — to — | 486,742 Common Stock | (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. |
| 11 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 4,004,181 | $0.00 | 0 | D | — · — to — | 1,237,959 Common Stock | (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. |
| 12 | Derivative | Series A-2 Convertible Preferred Stock | 2021-10-13 | C | D | 542,496 | $0.00 | 0 | D | — · — to — | 167,721 Common Stock | (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. |
| 13 | Derivative | Series A-1 Convertible Preferred Stock | 2021-10-13 | C | D | 884,058 | $0.00 | 0 | D | — · — to — | 273,321 Common Stock | (F1) The Series A-1 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. |