Golden Seeds Cognition Therapeutics LLC 3
3 · COGNITION THERAPEUTICS INC · Filed Oct 7, 2021
Insider Transaction Report
Form 3
Holdings
Series A-2 Convertible Preferred Stock
→ Common Stock (167,720 underlying)Series B Convertible Preferred Stock
→ Common Stock (1,237,954 underlying)Series B-1 Convertible Preferred Stock
→ Common Stock (486,739 underlying)Series A-1 Convertible Preferred Stock
→ Common Stock (273,321 underlying)Simple Agreement for Future Equity
→ Common StockWarrant (Right to Buy)
Exercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (12,276 underlying)
Footnotes (6)
- [F1]The Series A-1 Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series A-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
- [F2]The Series A-2 Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series A-2 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
- [F3]The Series B Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
- [F4]The Series B-1 Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-3.2345 reverse stock split effected on October 1, 2021, pursuant to which each share of Series B-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock.
- [F5]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 ("IPO") or (v) upon repayment of a promissory note issued in connection with the warrant.
- [F6]The Simple Agreement for Future Equity is convertible into common stock automatically upon the closing of the issuer's IPO and has no expiration date.