Form 4 for CGTX COGNITION THERAPEUTICS INC
Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-13 · accession 0001104659-21-126906 · 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 | BIOS Memory SPV I, LP | 10% | C - Cnv Deriv | — | +2.27M | 596.9K | New | — |
| D | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | C - Cnv Deriv | — | +1.42M | 1.42M | New | — |
| DMI | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | P - Purchase | $12.00 | +190.0K | 899.9K | +27% | +$2.28M |
| DI | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | X - OptEx | $0.03 | +33.5K | 385.3K | +10% | +$1,005 |
| DI | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | S - Sale+OE | $12.00 | -90.28 | 385.2K | -0.0% | -$1,083 |
| DI | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | X - OptEx | $0.00 | -33.5K | 0 | -100% | $0 |
| DMI | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | C - Cnv Deriv | $0.00 | -6.86M | 0 | -100% | $0 |
| D | 2021-10-15 | 2021-10-13 | CGTX | BIOS Memory SPV I, LP | 10% | 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 | 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. |
| 3 | Common | Common Stock | 2021-10-13 | C | A | 25,593 | — | 60,065 | I | — | — | (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 | C | A | 1,424,014 | — | 1,424,014 | D 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. |
| 5 | Common | Common Stock | 2021-10-13 | C | A | 418,926 | — | 418,926 | 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. |
| 6 | Common | Common Stock | 2021-10-13 | C | A | 245,029 | — | 245,029 | I By Bios Fund II, 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. |
| 7 | Common | Common Stock | 2021-10-13 | C | A | 78,298 | — | 78,298 | 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. |
| 8 | Common | Common Stock | 2021-10-13 | C | A | 255,765 | — | 255,765 | 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. |
| 9 | 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. |
| 10 | Common | Common Stock | 2021-10-13 | P | A | 23,341 | $12.00 | 57,579 | I By Bios Memory SPV II, LP. | — | — | |
| 11 | 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. |
| 12 | Common | Common Stock | 2021-10-13 | X | A | 33,495 | $0.03 | 385,339 | I By Bios Memory SPV II, LP. | — | — | |
| 13 | Common | Common Stock | 2021-10-13 | S | D | 90.28 | $12.00 | 385,248 | I By Bios Fund III, LP. | — | — | |
| 14 | 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. |
| 15 | Common | Common Stock | 2021-10-13 | C | A | 24,263 | — | 65,883 | I By Bios Fund III, 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. |
| 16 | Common | Common Stock | 2021-10-13 | P | A | 22,129 | $12.00 | 88,012 | I By Bios Fund III, QP, LP. | — | — | |
| 17 | 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. |
| 18 | Common | Common Stock | 2021-10-13 | P | A | 144,530 | $12.00 | 899,905 | I By Bios Fund III, NT, LP. | — | — | |
| 19 | 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. |
| 20 | 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. |
| 21 | 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. |
| 22 | 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. |
| 23 | 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. |
| 24 | 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. |
| 25 | 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. |
| 26 | 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. |
| 27 | 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. |
| 28 | 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. |
| 29 | 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. |
| 30 | 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. |
| 31 | 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. |
| 32 | 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. |