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