3//SEC Filing
Golden Seeds Cognition Therapeutics LLC 3
Accession 0001882178-21-000022
CIK 0001455365other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 8:27 PM ET
Size
11.9 KB
Accession
0001882178-21-000022
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.
Documents
Issuer
COGNITION THERAPEUTICS INC
CIK 0001455365
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001884796
Filing Metadata
- Form type
- 3
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 8:27 PM ET
- Size
- 11.9 KB