X0306 4 2016-11-03 0000894237 COGENTIX MEDICAL INC /DE/ CGNT 0000901507 PELL LEWIS C 40 RAMLAND ROAD SOUTH ORANGEBURG NY 10962 true true Common Stock 2016-11-03 4 A 0 17688423 A 20051723 D Convertible Promissory Note 6 2016-11-03 4 D 0 20000000 D Common Stock 3333333.2 0 D Convertible Promissory Note 4.45 2016-11-03 4 D 0 3500000 D Common Stock 786516.9 0 D Convertible Promissory Note 5.55 2016-11-03 4 D 0 4990000 D Common Stock 899099.1 0 D Warrant to Purchase Common Stock 9.31 2016-11-03 4 D 0 54545 D Common Stock 54545 0 D Warrant to Purchase Common Stock 9.31 2016-11-03 4 D 0 75758 D Common Stock 75758 0 D Warrant to Purchase Common Stock 9.31 2016-11-03 4 D 0 245821 D Common Stock 245821 0 D On November 3, 2016, the Issuer issued to the Reporting Person 17,688,423 shares of common stock, $0.01 par value per share (the "Common Stock") at a price per share of $1.67, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's convertible promissory notes held by the Reporting Person (collectively, the "Notes"), pursuant to the terms of a note exchange agreement between the Issuer and the Reporting Person, dated as of September 7, 2016 (the "Note Exchange Agreement"). Under the terms of the Note Exchange Agreement, simultaneously with the exchange of the Notes and accrued interest held by the Reporting Person, all outstanding warrants to purchase shares of Common Stock of the Issuer (collectively, the "Warrants") were cancelled. The Company's stockholders approved the transaction on November 3, 2016. On December 21, 2014, the Issuer and the Reporting Person entered into amendments to the Notes and Warrants (collectively, the "Amendments"). The Amendments extended the maturity date of each Note from the fifth anniversary of the issuance date of the Notes to the fifth anniversary of the effective date of the merger between the Issuer and Uroplasty, Inc. (the "Merger") or an earlier change of control (as defined in the Amendments). The Amendments prevented the Notes from being converted until after three years following the effective date of the Merger or, if earlier, three days prior to the record date for the declaration of any dividend or distribution on the Common Stock in cash or other property other than Common Stock. The Notes could also have been converted prior to a change in control or in connection with the Issuer's prepayment of the Notes. The Amendments prevented the Warrants from being exercised until after three years following the effective date of the Merger, or immediately prior to the closing of an event constituting a change in control (other than the Merger). /s/ Lewis C. Pell 2016-11-07