4//SEC Filing
Golden Seeds Cognition Therapeutics LLC 4
Accession 0001104659-21-126904
CIK 0001455365other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:51 PM ET
Size
28.8 KB
Accession
0001104659-21-126904
Insider Transaction Report
Form 4
Transactions
- Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−1,574,370→ 0 total→ Common Stock (486,742 underlying) - Exercise of In-Money
Warrant (right to buy)
2021-10-13−12,276→ 0 totalExercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (12,276 underlying) - Conversion
Simple Agreement for Future Equity
2021-10-13→ 0 total→ Common Stock (311,706 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2021-10-13−884,058→ 0 total→ Common Stock (273,321 underlying) - Conversion
Series A-2 Convertible Preferred Stock
2021-10-13−542,496→ 0 total→ Common Stock (167,721 underlying) - Conversion
Series B Convertible Preferred Stock
2021-10-13−4,004,181→ 0 total→ Common Stock (1,237,959 underlying) - Conversion
Common Stock
2021-10-13+1,237,959→ 1,679,001 total - Conversion
Common Stock
2021-10-13+486,742→ 2,165,743 total - Exercise of In-Money
Common Stock
2021-10-13$0.03/sh+12,276$393→ 2,178,019 total - Conversion
Common Stock
2021-10-13+311,706→ 2,489,691 total - Conversion
Common Stock
2021-10-13+273,321→ 273,321 total - Conversion
Common Stock
2021-10-13+167,721→ 441,042 total - Sale
Common Stock
2021-10-13$12.00/sh−33.09$397→ 2,177,985 total
Footnotes (7)
- [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.
- [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 12,276 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 33.09 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,242 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
- [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.
- [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.
Documents
Issuer
COGNITION THERAPEUTICS INC
CIK 0001455365
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001884796
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:51 PM ET
- Size
- 28.8 KB