Ogden CAP Associates, LLC 4
4 · COGNITION THERAPEUTICS INC · Filed Oct 15, 2021
Insider Transaction Report
Form 4
Ogden CAP Associates, LLC
10% Owner
Transactions
- Conversion
Common Stock
2021-10-13+1,263,575→ 2,047,302 total - Exercise of In-Money
Common Stock
2021-10-13$0.03/sh+27,471$879→ 2,210,452 total - Sale
Common Stock
2021-10-13$12.00/sh−74.05$889→ 2,210,377 total - Exercise of In-Money
Warrant (right to buy)
2021-10-13−27,471→ 0 totalExercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (27,471 underlying) - Conversion
Common Stock
2021-10-13+407,916→ 407,916 total - Conversion
Common Stock
2021-10-13+103,055→ 510,971 total - Conversion
Common Stock
2021-10-13+272,756→ 783,727 total - Conversion
Common Stock
2021-10-13+135,679→ 2,182,981 total - Conversion
Series A Convertible Preferred Stock
2021-10-13−1,319,408→ 0 total→ Common Stock (407,916 underlying) - Conversion
Series A-2 Convertible Preferred Stock
2021-10-13−882,233→ 0 total→ Common Stock (272,756 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-10-13−333,333→ 0 total→ Common Stock (103,055 underlying) - Conversion
Series B Convertible Preferred Stock
2021-10-13−4,087,046→ 0 total→ Common Stock (1,263,575 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−438,854→ 0 total→ Common Stock (135,679 underlying)
Footnotes (7)
- [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.
- [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.
- [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.
- [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.
- [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.
- [F6]On October 13, 2021, the reporting person exercised a warrant to purchase 27,471 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 74.05 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 27,396 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
- [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.