4//SEC Filing
Breedlove Mark H. 4
Accession 0001104659-21-126894
CIK 0001455365other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:02 PM ET
Size
27.7 KB
Accession
0001104659-21-126894
Insider Transaction Report
Form 4
Breedlove Mark H.
Director
Transactions
- Conversion
Common Stock
2021-10-13+36,714→ 81,520 total(indirect: By Partnership) - Conversion
Common Stock
2021-10-13$0.03/sh+4,354$139→ 404,451 total(indirect: By Partnership) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−301,978→ 0 total(indirect: By Partnership)→ Common Stock (93,296 underlying) - Conversion
Common Stock
2021-10-13+44,806→ 44,806 total(indirect: By Partnership) - Conversion
Common Stock
2021-10-13+225,281→ 306,801 total(indirect: By Partnership) - Sale
Common Stock
2021-10-13$12.00/sh−11.74$141→ 404,439 total(indirect: By Partnership) - Conversion
Series A-2 Convertible Preferred Stock
2021-10-13−118,835→ 0 total(indirect: By Partnership)→ Common Stock (36,714 underlying) - Exercise of In-Money
Warrant (Right to Buy)
2021-10-13−4,354→ 0 total(indirect: By Partnership)Exercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (4,354 underlying) - Conversion
Common Stock
2021-10-13+93,296→ 400,097 total(indirect: By Partnership) - Conversion
Series A-1 Convertible Preferred Stock
2021-10-13−144,928→ 0 total(indirect: By Partnership)→ Common Stock (44,806 underlying) - Conversion
Series B Convertible Preferred Stock
2021-10-13−826,278→ 0 total(indirect: By Partnership)→ Common Stock (225,281 underlying)
Holdings
- 7,611
Common Stock
Footnotes (7)
- [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.
- [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.
- [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.
- [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.
- [F5]On October 13, 2021, the reporting person exercised a warrant to purchase 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
- [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.
- [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.
Documents
Issuer
COGNITION THERAPEUTICS INC
CIK 0001455365
Entity typeother
Related Parties
1- filerCIK 0001876529
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:02 PM ET
- Size
- 27.7 KB