BIOS Memory SPV I, LP 3

3 · COGNITION THERAPEUTICS INC · Filed Oct 7, 2021

Form 3

Period: 2021-10-07

Director10% Owner

Holdings

Series B Convertible Preferred Stock
→ Common Stock (1,424,014 underlying)
Series B Convertible Preferred Stock
(indirect: By Bios Fund I, LP.)
→ Common Stock (418,926 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Memory SPV II, LP.)
→ Common Stock (351,844 underlying)
Simple Agreement for Future Equity
(indirect: By Bios Fund III, NT, LP.)
→ Common Stock
Series B Convertible Preferred Stock
(indirect: By Bios Fund I, QP, LP.)
→ Common Stock (245,029 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund II, LP.)
→ Common Stock (78,298 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund II, NT, LP.)
→ Common Stock (34,238 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund III, NT, LP.)
→ Common Stock (34,472 underlying)
Warrant (Right to Buy)
(indirect: By Bios Memory SPV II, LP.)
Exercise: $0.03From: 2016-03-15Exp: 2023-03-15→ Common Stock (33,495 underlying)
Simple Agreement for Future Equity
(indirect: By Bios Fund III, LP.)
→ Common Stock
Simple Agreement for Future Equity
(indirect: By Bios Fund III, QP, LP.)
→ Common Stock
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund II, QP, LP.)
→ Common Stock (255,765 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund III, LP.)
→ Common Stock (41,620 underlying)
Series B-1 Convertible Preferred Stock
(indirect: By Bios Fund III, QP, LP.)
→ Common Stock (596,899 underlying)

Footnotes (4)

[F1]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.
[F2]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.
[F3]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.
[F4]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

1 file