4//SEC Filing
BIOS Memory SPV I, LP 4
Accession 0001104659-21-126906
CIK 0001455365other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 9:54 PM ET
Size
65.6 KB
Accession
0001104659-21-126906
Insider Transaction Report
Form 4
BIOS Memory SPV I, LP
Director10% Owner
Transactions
- Conversion
Common Stock
2021-10-13+1,424,014→ 1,424,014 total - Conversion
Common Stock
2021-10-13+418,926→ 418,926 total(indirect: By Bios Fund I, LP.) - Conversion
Common Stock
2021-10-13+245,029→ 245,029 total(indirect: By Bios Fund I, QP, LP.) - Conversion
Common Stock
2021-10-13+78,298→ 78,298 total(indirect: By Bios Fund II, LP.) - Conversion
Common Stock
2021-10-13+255,765→ 255,765 total(indirect: By Bios Fund II, QP, LP.) - Conversion
Common Stock
2021-10-13+34,238→ 34,238 total(indirect: By Bios Fund II, NT, LP.) - Purchase
Common Stock
2021-10-13$12.00/sh+23,341$280,092→ 57,579 total(indirect: By Bios Fund II, NT, LP.) - Sale
Common Stock
2021-10-13$12.00/sh−90.28$1,083→ 385,248 total(indirect: By Bios Memory SPV II, LP.) - Conversion
Common Stock
2021-10-13+41,620→ 41,620 total(indirect: By Bios Fund III, LP.) - Conversion
Common Stock
2021-10-13+596,899→ 596,899 total(indirect: By Bios Fund III, QP, LP.) - Conversion
Common Stock
2021-10-13+158,476→ 755,375 total(indirect: By Bios Fund III, QP, LP.) - Conversion
Common Stock
2021-10-13+34,472→ 34,472 total(indirect: By Bios Fund III, NT, LP.) - Conversion
Series B Convertible Preferred Stock
2021-10-13−1,355,017→ 0 total(indirect: By Bios Fund I, LP.)→ Common Stock (418,926 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−253,256→ 0 total(indirect: By Bios Fund II, LP.)→ Common Stock (78,298 underlying) - Conversion
Common Stock
2021-10-13+24,263→ 65,883 total(indirect: By Bios Fund III, LP.) - Purchase
Common Stock
2021-10-13$12.00/sh+22,129$265,548→ 88,012 total(indirect: By Bios Fund III, LP.) - Purchase
Common Stock
2021-10-13$12.00/sh+144,530$1,734,360→ 899,905 total(indirect: By Bios Fund III, QP, LP.) - Conversion
Common Stock
2021-10-13+25,593→ 60,065 total(indirect: By Bios Fund III, NT, LP.) - Conversion
Series B Convertible Preferred Stock
2021-10-13−4,605,985→ 0 total→ Common Stock (1,424,014 underlying) - Conversion
Series B Convertible Preferred Stock
2021-10-13−792,547→ 0 total(indirect: By Bios Fund I, QP, LP.)→ Common Stock (245,029 underlying) - Conversion
Common Stock
2021-10-13+351,844→ 351,844 total(indirect: By Bios Memory SPV II, LP.) - Exercise of In-Money
Common Stock
2021-10-13$0.03/sh+33,495$1,072→ 385,339 total(indirect: By Bios Memory SPV II, LP.) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−827,275→ 0 total(indirect: By Bios Fund II, QP, LP.)→ Common Stock (255,765 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−1,138,040→ 0 total(indirect: By Bios Memory SPV II, LP.)→ Common Stock (351,844 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−110,744→ 0 total(indirect: By Bios Fund II, NT, LP.)→ Common Stock (34,238 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−134,626→ 0 total(indirect: By Bios Fund III, LP.)→ Common Stock (41,620 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−1,930,673→ 0 total(indirect: By Bios Fund III, QP, LP.)→ Common Stock (596,899 underlying) - Conversion
Series B-1 Convertible Preferred Stock
2021-10-13−111,504→ 0 total(indirect: By Bios Fund III, NT, LP.)→ Common Stock (34,472 underlying) - Exercise of In-Money
Warrant (right to buy)
2021-10-13−33,495→ 0 total(indirect: By Bios Memory SPV II, LP.)Exercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (33,495 underlying) - Conversion
Simple Agreement for Future Equity
2021-10-13−24,263→ 0 total(indirect: By Bios Fund III, LP.)→ Common Stock - Conversion
Simple Agreement for Future Equity
2021-10-13−158,476→ 0 total(indirect: By Bios Fund III, QP, LP.)→ Common Stock - Conversion
Simple Agreement for Future Equity
2021-10-13−25,593→ 0 total(indirect: By Bios Fund III, NT, LP.)→ Common Stock
Footnotes (5)
- [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.
- [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.
- [F3]On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 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 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
- [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.
- [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.
Documents
Issuer
COGNITION THERAPEUTICS INC
CIK 0001455365
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001643749
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 9:54 PM ET
- Size
- 65.6 KB