Sec Form 3 Filing - Fletcher Aaron G.L. @ COGNITION THERAPEUTICS INC - 2021-10-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fletcher Aaron G.L.
2. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COGNITION THERAPEUTICS, INC.,, 2500 WESTCHESTER AVE.,
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2021
(Street)
PURCHASE, NY10577
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 1.75 ( 1 ) 02/23/2031 Common Stock 3,865 D
Stock Option (right to buy) $ 1.07 ( 3 ) 02/27/2030 Common Stock 7,729 D
Stock Option (right to buy) $ 1.07 ( 4 ) 02/27/2030 Common Stock 3,865 D
Stock Option (right to buy) $ 0.84 ( 2 ) 09/22/2025 Common Stock 7,729 D
Series B Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 1,424,014 I By Bios Memory SPV I, LP. ( 6 )
Series B Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 418,926 I By Bios Fund I, LP. ( 6 )
Series B Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 245,029 I By Bios Fund I, QP, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 78,298 I By Bios Fund II, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 255,765 I By Bios Fund II, QP, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 351,844 I By Bios Memory SPV II, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 34,238 I By Bios Fund II, NT, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 41,620 I By Bios Fund III, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 596,899 I By Bios Fund III, QP, LP. ( 6 )
Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common S tock 34,472 I By Bios Fund III, NT, LP. ( 6 )
Warrant (Right to Buy) $ 0.03 03/15/2016( 8 ) 03/15/2023( 8 ) Common Stock 33,495 I By Bios Memory SPV II, LP. ( 6 )
Simple Agreement for Future Equity ( 9 ) ( 9 ) ( 9 ) Common Stock $ 232,933.33 I By Bios Fund III, LP. ( 6 )
Simple Agreement for Future Equity ( 9 ) ( 9 ) ( 9 ) Common Stock $ 1,521,373.34 I By Bios Fund III, QP, LP. ( 6 )
Simple Agreement for Future Equity ( 9 ) ( 9 ) ( 9 ) Common Stock $ 245,693.33 I By Bios Fund III, NT, LP. ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fletcher Aaron G.L.
C/O COGNITION THERAPEUTICS, INC.,
2500 WESTCHESTER AVE.,
PURCHASE, NY10577
X
Signatures
By: /s/ Lisa Ricciardi, Attorney-in-Fact 10/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 23, 2021.
( 2 )The option is fully vested.
( 3 )The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
( 4 )The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
( 5 )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.
( 6 )Bios Equity Partners, LP ("Bios Equity I") is the general partner of Bios Fund I, LP and Bios Fund I QP, LP . Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP, Bios Fund II QP, LP, Bios Fund II NT, LP, and Bios Memory SPV II, LP. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of Bios Fund III, LP, Bios Fund III NT, LP, and Bios Fund III QP, LP. Cavu Management, LP and Bios Capital Management, LP are the general partners of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP. Bios Advisors GP, LLC, an entity that is managed and controlled by the reporting person, is the general partner of Bios Capital Management, LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 7 )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.
( 8 )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.
( 9 )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.

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