BIOS Memory SPV I, LP - Oct 13, 2021 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role: 10%+ Owner
Signature: By: /s/ Aaron G. L. Fletcher, Ph.D., Authorized Representative
Stock symbol: CGTX
Transactions as of: Oct 13, 2021
Transactions value $: $2,279,988
Form type: 4
Date filed: 10/15/2021, 09:54 PM
Previous filing: Feb 1, 2022
SEC: View on sec.gov

This filing has been restated, see here for the amended filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CGTX	Common Stock	Conversion of derivative security		+1.42M			1.42M	Oct 13, 2021	Direct	F1
transaction	CGTX	Common Stock	Conversion of derivative security		+419K			419K	Oct 13, 2021	By Bios Fund I, LP.	F1
transaction	CGTX	Common Stock	Conversion of derivative security		+245K			245K	Oct 13, 2021	By Bios Fund I, QP, LP.	F1
transaction	CGTX	Common Stock	Conversion of derivative security		+78.3K			78.3K	Oct 13, 2021	By Bios Fund II, LP.	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+256K			256K	Oct 13, 2021	By Bios Fund II, QP, LP.	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+34.2K			34.2K	Oct 13, 2021	By Bios Fund II, NT, LP.	F2
transaction	CGTX	Common Stock	Purchase	$280K	+23.3K	+68.17%	$12.00^*	57.6K	Oct 13, 2021	By Bios Fund II, NT, LP.
transaction	CGTX	Common Stock	Conversion of derivative security		+352K			352K	Oct 13, 2021	By Bios Memory SPV II, LP.	F2
transaction	CGTX	Common Stock	Exercise of in-the-money or at-the-money derivative security	$1.07K	+33.5K	+9.52%	$0.03^*	385K	Oct 13, 2021	By Bios Memory SPV II, LP.
transaction	CGTX	Common Stock	Sale	-$1.08K	-90.3	-0.02%	$12.00^*	385K	Oct 13, 2021	By Bios Memory SPV II, LP.	F3
transaction	CGTX	Common Stock	Conversion of derivative security		+41.6K			41.6K	Oct 13, 2021	By Bios Fund III, LP.	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+24.3K	+58.3%		65.9K	Oct 13, 2021	By Bios Fund III, LP.	F5
transaction	CGTX	Common Stock	Purchase	$266K	+22.1K	+33.59%	$12.00^*	88K	Oct 13, 2021	By Bios Fund III, LP.
transaction	CGTX	Common Stock	Conversion of derivative security		+597K			597K	Oct 13, 2021	By Bios Fund III, QP, LP.	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+158K	+26.55%		755K	Oct 13, 2021	By Bios Fund III, QP, LP.	F5
transaction	CGTX	Common Stock	Purchase	$1.73M	+145K	+19.13%	$12.00^*	900K	Oct 13, 2021	By Bios Fund III, QP, LP.
transaction	CGTX	Common Stock	Conversion of derivative security		+34.5K			34.5K	Oct 13, 2021	By Bios Fund III, NT, LP.	F2
transaction	CGTX	Common Stock	Conversion of derivative security		+25.6K	+74.24%		60.1K	Oct 13, 2021	By Bios Fund III, NT, LP.	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CGTX	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-4.61M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	1.42M		Direct	F1
transaction	CGTX	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-1.36M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	419K		By Bios Fund I, LP.	F1
transaction	CGTX	Series B Convertible Preferred Stock	Conversion of derivative security	$0	-793K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	245K		By Bios Fund I, QP, LP.	F1
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-253K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	78.3K		By Bios Fund II, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-827K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	256K		By Bios Fund II, QP, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-1.14M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	352K		By Bios Memory SPV II, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-111K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	34.2K		By Bios Fund II, NT, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-135K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	41.6K		By Bios Fund III, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-1.93M	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	597K		By Bios Fund III, QP, LP.	F2
transaction	CGTX	Series B-1 Convertible Preferred Stock	Conversion of derivative security	$0	-112K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	34.5K		By Bios Fund III, NT, LP.	F2
transaction	CGTX	Warrant (right to buy)	Exercise of in-the-money or at-the-money derivative security	$0	-33.5K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	33.5K	$0.03	By Bios Memory SPV II, LP.	F4
transaction	CGTX	Simple Agreement for Future Equity	Conversion of derivative security	$0	-24.3K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	$233K		By Bios Fund III, LP.	F5
transaction	CGTX	Simple Agreement for Future Equity	Conversion of derivative security	$0	-158K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	$1.52M		By Bios Fund III, QP, LP.	F5
transaction	CGTX	Simple Agreement for Future Equity	Conversion of derivative security	$0	-25.6K	-100%	$0.00^*	0	Oct 13, 2021	Common Stock	$246K		By Bios Fund III, NT, LP.	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series B 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 stock split, and had no expiration.
F2	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.
F3	On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 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 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
F4	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.
F5	The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.