0001882178-21-000021.txt : 20211007 0001882178-21-000021.hdr.sgml : 20211007 20211007202657 ACCESSION NUMBER: 0001882178-21-000021 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211007 FILED AS OF DATE: 20211007 DATE AS OF CHANGE: 20211007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ogden CAP Associates, LLC CENTRAL INDEX KEY: 0001885867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 211313623 BUSINESS ADDRESS: STREET 1: 545 MADISON AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-2140 MAIL ADDRESS: STREET 1: 545 MADISON AVENUE, SUITE 600 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGNITION THERAPEUTICS INC CENTRAL INDEX KEY: 0001455365 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2403 SIDNEY STREET STREET 2: SUITE 261 CITY: PITTSBURGH STATE: PA ZIP: 15203 BUSINESS PHONE: 412-481-2210 MAIL ADDRESS: STREET 1: 2500 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: COGNITION THERAPUTICS INC DATE OF NAME CHANGE: 20090204 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2021-10-07 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001885867 Ogden CAP Associates, LLC 545 MADISON AVENUE, SUITE 600 NEW YORK, NY 10022 0 0 1 0 Series A Convertible Preferred Stock Common Stock 407916 D Series A-1 Convertible Preferred Stock Common Stock 103055 D Series A-2 Convertible Preferred Stock Common Stock 272756 D Series B Convertible Preferred Stock Common Stock 1263575 D Series B-1 Convertible Preferred Stock Common Stock 135679 D Warrant (Right to Buy) 0.03 2016-03-15 2023-03-15 Common Stock 27471 D The Series A 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 A Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. The Series A-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 A-1 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. The Series A-2 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 A-2 Convertible Preferred Stock was adjusted to become convertible into 0.309166795 shares of common stock. 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. 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. 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. /s/ Philip L. Milstein, Manager of Ogden CAP Properties, LLC, Manager of the reporting person 2021-10-07