0001882178-21-000022.txt : 20211007 0001882178-21-000022.hdr.sgml : 20211007 20211007202720 ACCESSION NUMBER: 0001882178-21-000022 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: Golden Seeds Cognition Therapeutics LLC CENTRAL INDEX KEY: 0001884796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 211313624 BUSINESS ADDRESS: STREET 1: C/O GOLDEN SEEDS STREET 2: BOX541473 CITY: FLUSHING STATE: NY ZIP: 11354 BUSINESS PHONE: 646-650-5813 MAIL ADDRESS: STREET 1: C/O GOLDEN SEEDS STREET 2: BOX541473 CITY: FLUSHING STATE: NY ZIP: 11354 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 0001884796 Golden Seeds Cognition Therapeutics LLC C/O GOLDEN SEEDS, PO BOX 541473, FLUSHING, NY 11354 0 0 1 0 Series A-1 Convertible Preferred Stock Common Stock 273321 D Series A-2 Convertible Preferred Stock Common Stock 167720 D Series B Convertible Preferred Stock Common Stock 1237954 D Series B-1 Convertible Preferred Stock Common Stock 486739 D Warrant (Right to Buy) 0.03 2016-03-15 2023-03-15 Common Stock 12276 D Simple Agreement for Future Equity Common Stock 2992382 D 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. 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. /s/ Peggy Wallace, Authorized Representative 2021-10-07