Golden Seeds Cognition Therapeutics LLC 4
4 · COGNITION THERAPEUTICS INC · Filed Oct 15, 2021
Insider Transaction Report
Form 4
Transactions
- Conversion
Common Stock
[F1]2021-10-13+273,321→ 273,321 total - Conversion
Common Stock
[F2]2021-10-13+167,721→ 441,042 total - Conversion
Common Stock
[F3]2021-10-13+1,237,959→ 1,679,001 total - Conversion
Common Stock
[F4]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 - Sale
Common Stock
[F5]2021-10-13$12.00/sh−33.09$397→ 2,177,985 total - Conversion
Common Stock
[F7]2021-10-13+311,706→ 2,489,691 total - Conversion
Series A-1 Convertible Preferred Stock
[F1]2021-10-13−884,058→ 0 total→ Common Stock (273,321 underlying) - Conversion
Series A-2 Convertible Preferred Stock
[F2]2021-10-13−542,496→ 0 total→ Common Stock (167,721 underlying) - Conversion
Series B Convertible Preferred Stock
[F3]2021-10-13−4,004,181→ 0 total→ Common Stock (1,237,959 underlying) - Conversion
Series B-1 Convertible Preferred Stock
[F4]2021-10-13−1,574,370→ 0 total→ Common Stock (486,742 underlying) - Exercise of In-Money
Warrant (right to buy)
[F6]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
[F7]2021-10-13→ 0 total→ Common Stock (311,706 underlying)
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.
Signature
By: /s/ Peggy Wallace, Authorized Representative|2021-10-15