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

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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^*

Breedlove Mark H.

(Last)

(First)

(Middle)

C/O COGNITION THERAPEUTICS, INC.

2500 WESTCHESTER AVE.

(Street)

PURCHASE

10577

(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)

X	Director	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								7,611	D
Common Stock	10/13/2021		C		44,806	A	⁽¹⁾	44,806	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Common Stock	10/13/2021		C		36,714	A	⁽²⁾	81,520	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Common Stock	10/13/2021		C		225,281	A	⁽³⁾	306,801	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Common Stock	10/13/2021		C		93,296	A	⁽⁴⁾	400,097	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Common Stock	10/13/2021		C		4,354	A	$0.032	404,451	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Common Stock	10/13/2021		S⁽⁵⁾		11.74	D	$12	404,439	I	By Breedlove Family Limited Partnership.⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			144,928	⁽¹⁾	⁽¹⁾	Common Stock	44,806	$.00	0	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	10/13/2021		C			118,835	⁽²⁾	⁽²⁾	Common Stock	36,714	$.00	0	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Series B Convertible Preferred Stock	⁽³⁾	10/13/2021		C			826,278	⁽³⁾	⁽³⁾	Common Stock	225,281	$.00	0	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	10/13/2021		C			301,978	⁽⁴⁾	⁽⁴⁾	Common Stock	93,296	$.00	0	I	By Breedlove Family Limited Partnership.⁽⁷⁾
Warrant (Right to Buy)	$0.032	10/13/2021		X			4,354	03/15/2016⁽⁶⁾	03/15/2023⁽⁶⁾	Common Stock	4,354	$.00	0	I	By Breedlove Family Limited Partnership.⁽⁷⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. On October 13, 2021, the reporting person exercised a warrant to purchase 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.

6. 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, or (v) upon repayment of a promissory note issued in connection with the warrant.

7. Represents securities held by the Breedlove Family Limited Partnership. The reporting person, as general partner of the Breedlove Family Limited Partnership, may be deemed to beneficially own the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	By: /s/Lisa Ricciardi, Attorney- in-Fact	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).
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