Form 4 COGNITION THERAPEUTICS For: Oct 13 Filed by: Ogden CAP Associates, LLC

October 15, 2021 9:52 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Ogden CAP Associates, LLC

(Last) (First) (Middle)
545 MADISON AVENUE, SUITE 600

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/13/2021   C   407,916 A (1) 407,916 D  
Common Stock 10/13/2021   C   103,055 A (2) 510,971 D  
Common Stock 10/13/2021   C   272,756 A (3) 783,727 D  
Common Stock 10/13/2021   C   1,263,575 A (4) 2,047,302 D  
Common Stock 10/13/2021   C   135,679 A (5) 2,182,981 D  
Common Stock 10/13/2021   X   27,471 A $ 0.032 2,210,452 D  
Common Stock 10/13/2021   S (6)   74.05 D $ 12 2,210,377 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 10/13/2021   C     1,319,408   (1)   (1) Common Stock 407,916 $ 0 0 D  
Series A-1 Convertible Preferred Stock (2) 10/13/2021   C     333,333   (2)   (2) Common Stock 103,055 $ 0 0 D  
Series A-2 Convertible Preferred Stock (3) 10/13/2021   C     882,233   (3)   (3) Common Stock 272,756 $ 0 0 D  
Series B Convertible Preferred Stock (4) 10/13/2021   C     4,087,046   (4)   (4) Common Stock 1,263,575 $ 0 0 D  
Series B-1 Convertible Preferred Stock (5) 10/13/2021   C     438,854   (5)   (5) Common Stock 135,679 $ 0 0 D  
Warrant (right to buy) $ 0.032 10/13/2021   X     27,471 03/15/2016 (7) 03/15/2023 (7) Common Stock 27,471 $ 0 0 D  
Explanation of Responses:
1. The Series A 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.
2. The Series A-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.
3. The Series A-2 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.
4. The Series B 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.
5. 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.
6. On October 13, 2021, the reporting person exercised a warrant to purchase 27,471 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 74.05 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 27,396 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
7. 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.
By: /s/ Philip L. Milstein, Manager of Ogden CAP Properties, LLC, Manager of the reporting person 10/15/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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