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COGNITION THERAPEUTICS INC
Date Filed :
Oct 15, 2021
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
1. Name and Address of Reporting Person
*
Ogden CAP Associates, LLC
(Last)
(First)
(Middle)
545 MADISON AVENUE, SUITE 600
(Street)
NEW YORK
NY
10022
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
COGNITION THERAPEUTICS INC
[
CGTX
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X
Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
Amount
(A) or (D)
Price
Common Stock
10/13/2021
C
407,916
A
(1)
407,916
D
Common Stock
10/13/2021
C
103,055
A
(2)
510,971
D
Common Stock
10/13/2021
C
272,756
A
(3)
783,727
D
Common Stock
10/13/2021
C
1,263,575
A
(4)
2,047,302
D
Common Stock
10/13/2021
C
135,679
A
(5)
2,182,981
D
Common Stock
10/13/2021
X
27,471
A
$
0.032
2,210,452
D
Common Stock
10/13/2021
S
(6)
74.05
D
$
12
2,210,377
D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
V
(A)
(D)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
Series A Convertible Preferred Stock
(1)
10/13/2021
C
1,319,408
(1)
(1)
Common Stock
407,916
$
0
0
D
Series A-1 Convertible Preferred Stock
(2)
10/13/2021
C
333,333
(2)
(2)
Common Stock
103,055
$
0
0
D
Series A-2 Convertible Preferred Stock
(3)
10/13/2021
C
882,233
(3)
(3)
Common Stock
272,756
$
0
0
D
Series B Convertible Preferred Stock
(4)
10/13/2021
C
4,087,046
(4)
(4)
Common Stock
1,263,575
$
0
0
D
Series B-1 Convertible Preferred Stock
(5)
10/13/2021
C
438,854
(5)
(5)
Common Stock
135,679
$
0
0
D
Warrant (right to buy)
$
0.032
10/13/2021
X
27,471
03/15/2016
(7)
03/15/2023
(7)
Common Stock
27,471
$
0
0
D
Explanation of Responses:
1. The Series A 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 stocksplit, and had no expiration.
2. The Series A-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.
3. 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.
4. 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.
5. 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.
6. On October 13, 2021, the reporting person exercised a warrant to purchase 27,471 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 74.05 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 27,396 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
7. 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.
By: /s/ Philip L. Milstein, Manager of Ogden CAP Properties, LLC, Manager of the reporting person
10/15/2021
** Signature of Reporting Person
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see
Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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