SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Breedlove Mark H.

(Last) (First) (Middle)
C/O COGNITION THERAPEUTICS, INC.,
2500 WESTCHESTER AVE.,

(Street)
PURCHASE, NY 10577

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021
3. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,611 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 02/23/2031 Common Stock 3,865 1.75 D
Stock Option (right to buy) (2) 09/22/2025 Common Stock 3,865 0.84 D
Stock Option (right to buy) (3) 02/27/2030 Common Stock 7,729 1.07 D
Stock Option (right to buy) (3) 02/27/2030 Common Stock 3,865 1.07 D
Series A-1 Convertible Preferred Stock (4) (4) Common Stock 44,806 (4) I By Breedlove Family Limited Partnership.(9)
Series A-2 Convertible Preferred Stock (5) (5) Common Stock 36,714 (5) I By Breedlove Family Limited Partnership.(9)
Series B Convertible Preferred Stock (6) (6) Common Stock 255,281 (6) I By Breedlove Family Limited Partnership.(9)
Series B-1 Convertible Preferred Stock (7) (7) Common Stock 93,296 (7) I By Breedlove Family Limited Partnership.(9)
Warrant (Right to Buy) 03/15/2016 03/15/2023(8) Common Stock 4,354 0.03 I By Breedlove Family Limited Partnership.(9)
Explanation of Responses:
1. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 23, 2021.
2. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on September 22, 2015.
3. The option vests in four (4) equal annual installments beginning on the first anniversary of the option's grant date. The option was granted on February 27, 2020.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. Represents securities held by the Breedlove Family Limited Partnership. The reporting person, as general partner of the Breedlove Family Limited Partnership, may be deemed to beneficially own the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
/s/ Lisa Ricciardi, Attorney-in-Fact 10/07/2021
** 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 5 (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.
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POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes and

appoints the Chief Executive Officer and Chief Financial Officer of Cognition

Therapeutics, Inc. (the "Company"), as the undersigned's true and lawful

attorney-in-fact to:



(1)  execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of the Company, Forms 3, 4, and 5

in accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended, and the rules thereunder;



(2)  do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to (A) complete and execute

any such Forms 3, 4 or 5, (B) complete and execute any amendment or amendments

thereto and (C) timely file such forms with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and



(3)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to the attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever requisite, necessary

or proper to be done in the exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the undersigned might or could

do if personally present with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact or such attorney-in-

fact's substitute or substitutes, shall lawfully do or cause to be done by virtue

of this power of attorney and the rights and powers herein granted.



The undersigned acknowledges that the foregoing attorney-in-fact, in serving

in such capacity at the request of the undersigned, is not assuming, nor is the

Company assuming, any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's

holdings of and transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the foregoing attorney

-in-fact.



The undersigned has caused this Power of Attorney to be executed as of

the 26th day of July, 2021.







     /s/Mark H. Breedlove

     Name: Mark H. Breedlove