Form 4 for CGTX COGNITION THERAPEUTICS INC
Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-13 · accession 0001104659-21-126905 · 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 | Fletcher Aaron G.L. | Dir | C - Cnv Deriv | — | +3.69M | 755.4K | New | — |
| DMI | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | P - Purchase | $12.00 | +190.0K | 899.9K | +27% | +$2.28M |
| DI | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | S - Sale+OE | $12.00 | -90.28 | 385.2K | -0.0% | -$1,083 |
| DI | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | X - OptEx | $0.03 | +33.5K | 385.3K | +10% | +$1,005 |
| DMI | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | C - Cnv Deriv | $0.00 | -6.86M | 0 | -100% | $0 |
| DI | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | X - OptEx | $0.00 | -33.5K | 0 | -100% | $0 |
| D | 2021-10-15 | 2021-10-13 | CGTX | Fletcher Aaron G.L. | Dir | C - Cnv Deriv | $0.00 | -4.61M | 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 | 34,472 | — | 34,472 | I By Bios Fund III, NT, LP. | — | — | (F2) 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. |
| 2 | Common | Common Stock | 2021-10-13 | C | A | 596,899 | — | 596,899 | I By Bios Fund III, QP, LP. | — | — | (F2) 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. |
| 3 | Common | Common Stock | 2021-10-13 | C | A | 25,593 | — | 60,065 | I By Bios Fund III, NT, LP. | — | — | (F5) 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. |
| 4 | Common | Common Stock | 2021-10-13 | P | A | 22,129 | $12.00 | 88,012 | I By Bios Fund III, LP. | — | — | |
| 5 | Common | Common Stock | 2021-10-13 | C | A | 24,263 | — | 65,883 | I By Bios Fund III, LP. | — | — | (F3) On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts. (F5) 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. |
| 6 | Common | Common Stock | 2021-10-13 | C | A | 41,620 | — | 41,620 | I By Bios Fund III, LP. | — | — | (F2) 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 | 90.28 | $12.00 | 385,248 | I By Bios Memory SPV II, LP. | — | — | |
| 8 | Common | Common Stock | 2021-10-13 | X | A | 33,495 | $0.03 | 385,339 | I By Bios Memory SPV II, LP. | — | — | |
| 9 | Common | Common Stock | 2021-10-13 | C | A | 351,844 | — | 351,844 | I By Bios Memory SPV II, LP. | — | — | (F2) 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 | Common | Common Stock | 2021-10-13 | P | A | 23,341 | $12.00 | 57,579 | I By Bios Fund II, NT, LP. | — | — | |
| 11 | Common | Common Stock | 2021-10-13 | C | A | 34,238 | — | 34,238 | I By Bios Fund II, NT, LP. | — | — | (F2) 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. |
| 12 | Common | Common Stock | 2021-10-13 | C | A | 255,765 | — | 255,765 | I By Bios Fund II, QP, LP. | — | — | (F2) 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. |
| 13 | Common | Common Stock | 2021-10-13 | C | A | 78,298 | — | 78,298 | I By Bios Fund II, LP. | — | — | (F2) 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. |
| 14 | Common | Common Stock | 2021-10-13 | C | A | 245,029 | — | 245,029 | I By Bios Fund I, QP, LP. | — | — | (F1) The Series B 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. |
| 15 | Common | Common Stock | 2021-10-13 | C | A | 418,926 | — | 418,926 | I By Bios Fund I, LP. | — | — | (F1) The Series B 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. |
| 16 | Common | Common Stock | 2021-10-13 | C | A | 1,424,014 | — | 1,424,014 | I By Bios Memory SPV I, LP. | — | — | (F1) The Series B 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. |
| 17 | Common | Common Stock | 2021-10-13 | C | A | 158,476 | — | 755,375 | I By Bios Fund III, QP, LP. | — | — | (F5) 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. |
| 18 | Common | Common Stock | 2021-10-13 | P | A | 144,530 | $12.00 | 899,905 | I By Bios Fund III, QP, LP. | — | — | |
| 19 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 253,256 | $0.00 | 0 | I By Bios Fund II, QP, LP. | — · — to — | 78,298 Common Stock | (F2) 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. |
| 20 | Derivative | Warrant (right to buy) | 2021-10-13 | X | D | 33,495 | $0.00 | 0 | I By Bios Fund III, LP. | $0.03 · 2016-03-15 to 2023-03-15 | 33,495 Common Stock | (F4) 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. |
| 21 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 827,275 | $0.00 | 0 | I By Bios Memory SPV II, LP. | — · — to — | 255,765 Common Stock | (F2) 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. |
| 22 | Derivative | Simple Agreement for Future Equity | 2021-10-13 | C | D | 24,263 | $0.00 | 0 | I By Bios Fund III, QP, LP. | — · — to — | — Common Stock | (F5) 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. |
| 23 | Derivative | Simple Agreement for Future Equity | 2021-10-13 | C | D | 158,476 | $0.00 | 0 | I By Bios Fund III, NT, LP. | — · — to — | — Common Stock | (F5) 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. |
| 24 | Derivative | Simple Agreement for Future Equity | 2021-10-13 | C | D | 25,593 | $0.00 | 0 | I | — · — to — | — Common Stock | (F5) 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. |
| 25 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 134,626 | $0.00 | 0 | I By Bios Fund III, QP, LP. | — · — to — | 41,620 Common Stock | (F2) 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. |
| 26 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 1,930,673 | $0.00 | 0 | I By Bios Fund III, NT, LP. | — · — to — | 596,899 Common Stock | (F2) 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. |
| 27 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 1,138,040 | $0.00 | 0 | I By Bios Fund II, NT, LP. | — · — to — | 351,844 Common Stock | (F2) 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. |
| 28 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 110,744 | $0.00 | 0 | I By Bios Fund III, LP. | — · — to — | 34,238 Common Stock | (F2) 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. |
| 29 | Derivative | Series B-1 Convertible Preferred Stock | 2021-10-13 | C | D | 111,504 | $0.00 | 0 | I By Bios Memory SPV II, LP. | — · — to — | 34,472 Common Stock | (F2) 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. |
| 30 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 792,547 | $0.00 | 0 | I By Bios Fund II, LP. | — · — to — | 245,029 Common Stock | (F1) The Series B 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. |
| 31 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 1,355,017 | $0.00 | 0 | I By Bios Fund I, QP, LP. | — · — to — | 418,926 Common Stock | (F1) The Series B 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. |
| 32 | Derivative | Series B Convertible Preferred Stock | 2021-10-13 | C | D | 4,605,985 | $0.00 | 0 | D By Bios Fund I, LP. | — · — to — | 1,424,014 Common Stock | (F1) The Series B 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. |