0001104659-21-126906.txt : 20211015 0001104659-21-126906.hdr.sgml : 20211015 20211015215418 ACCESSION NUMBER: 0001104659-21-126906 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211013 FILED AS OF DATE: 20211015 DATE AS OF CHANGE: 20211015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOS Memory SPV I, LP CENTRAL INDEX KEY: 0001643749 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 211327184 BUSINESS ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 817-984-5964 MAIL ADDRESS: STREET 1: 1401 FOCH STREET, SUITE 140 CITY: FORT WORTH STATE: TX ZIP: 76107 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 FISCAL YEAR END: 1231 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 4 1 tm2130061-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-10-13 0 0001455365 COGNITION THERAPEUTICS INC CGTX 0001643749 BIOS Memory SPV I, LP C/O BIOS PARTNERS, 1751 RIVER RUN, SUITE 400, FORT WORTH TX 76107 0 0 1 0 Common Stock 2021-10-13 4 C 0 1424014 A 1424014 D Common Stock 2021-10-13 4 C 0 418926 A 418926 I By Bios Fund I, LP. Common Stock 2021-10-13 4 C 0 245029 A 245029 I By Bios Fund I, QP, LP. Common Stock 2021-10-13 4 C 0 78298 A 78298 I By Bios Fund II, LP. Common Stock 2021-10-13 4 C 0 255765 A 255765 I By Bios Fund II, QP, LP. Common Stock 2021-10-13 4 C 0 34238 A 34238 I By Bios Fund II, NT, LP. Common Stock 2021-10-13 4 P 0 23341 12.00 A 57579 I By Bios Fund II, NT, LP. Common Stock 2021-10-13 4 C 0 351844 A 351844 I By Bios Memory SPV II, LP. Common Stock 2021-10-13 4 X 0 33495 .032 A 385339 I By Bios Memory SPV II, LP. Common Stock 2021-10-13 4 S 0 90.28 12.00 D 385248 I By Bios Memory SPV II, LP. Common Stock 2021-10-13 4 C 0 41620 A 41620 I By Bios Fund III, LP. Common Stock 2021-10-13 4 C 0 24263 A 65883 I By Bios Fund III, LP. Common Stock 2021-10-13 4 P 0 22129 12.00 A 88012 I By Bios Fund III, LP. Common Stock 2021-10-13 4 C 0 596899 A 596899 I By Bios Fund III, QP, LP. Common Stock 2021-10-13 4 C 0 158476 A 755375 I By Bios Fund III, QP, LP. Common Stock 2021-10-13 4 P 0 144530 12.00 A 899905 I By Bios Fund III, QP, LP. Common Stock 2021-10-13 4 C 0 34472 A 34472 I By Bios Fund III, NT, LP. Common Stock 2021-10-13 4 C 0 25593 A 60065 I By Bios Fund III, NT, LP. Series B Convertible Preferred Stock 2021-10-13 4 C 0 4605985 0 D Common Stock 1424014 0 D Series B Convertible Preferred Stock 2021-10-13 4 C 0 1355017 0 D Common Stock 418926 0 I By Bios Fund I, LP. Series B Convertible Preferred Stock 2021-10-13 4 C 0 792547 0 D Common Stock 245029 0 I By Bios Fund I, QP, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 253256 0 D Common Stock 78298 0 I By Bios Fund II, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 827275 0 D Common Stock 255765 0 I By Bios Fund II, QP, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 1138040 0 D Common Stock 351844 0 I By Bios Memory SPV II, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 110744 0 D Common Stock 34238 0 I By Bios Fund II, NT, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 134626 0 D Common Stock 41620 0 I By Bios Fund III, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 1930673 0 D Common Stock 596899 0 I By Bios Fund III, QP, LP. Series B-1 Convertible Preferred Stock 2021-10-13 4 C 0 111504 0 D Common Stock 34472 0 I By Bios Fund III, NT, LP. Warrant (right to buy) .032 2021-10-13 4 X 0 33495 0 D 2016-03-15 2023-03-15 Common Stock 33495 0 I By Bios Memory SPV II, LP. Simple Agreement for Future Equity 2021-10-13 4 C 0 24263 0 D Common Stock 232933.33 0 I By Bios Fund III, LP. Simple Agreement for Future Equity 2021-10-13 4 C 0 158476 0 D Common Stock 1521373.34 0 I By Bios Fund III, QP, LP. Simple Agreement for Future Equity 2021-10-13 4 C 0 25593 0 D Common Stock 245693.33 0 I By Bios Fund III, NT, LP. 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. 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. 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. 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. 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. By: /s/ Aaron G. L. Fletcher, Ph.D., Authorized Representative 2021-10-15