Sec Form 4 Filing - Breedlove Mark H. @ COGNITION THERAPEUTICS INC - 2021-10-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 2. Issuer Name and Ticker or Trading Symbol COGNITION THERAPEUTICS INC [ CGTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COGNITION THERAPEUTICS, INC., 2500 WESTCHESTER AVE. 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2021 (Street) PURCHASE, NY10577 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 7,611 D Common Stock 10/13/2021 C 44,806 A 44,806 I By Breedlove Family Limited Partnership. ( 7 ) Common Stock 10/13/2021 C 36,714 A 81,520 I By Breedlove Family Limited Partnership. ( 7 ) Common Stock 10/13/2021 C 225,281 A 306,801 I By Breedlove Family Limited Partnership. ( 7 ) Common Stock 10/13/2021 C 93,296 A 400,097 I By Breedlove Family Limited Partnership. ( 7 ) Common Stock 10/13/2021 C 4,354 A $ 0.032 404,451 I By Breedlove Family Limited Partnership. ( 7 ) Common Stock 10/13/2021 S( 5 ) 11.74 D $ 12 404,439 I By Breedlove Family Limited Partnership. ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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-1 Convertible Preferred Stock ( 1 ) 10/13/2021 C 144,928 ( 1 ) ( 1 ) Common Stock 44,806 $ 0 0 I By Breedlove Family Limited Partnership. ( 7 ) Series A-2 Convertible Preferred Stock ( 2 ) 10/13/2021 C 118,835 ( 2 ) ( 2 ) Common Stock 36,714 $ 0 0 I By Breedlove Family Limited Partnership. ( 7 ) Series B Convertible Preferred Stock ( 3 ) 10/13/2021 C 826,278 ( 3 ) ( 3 ) Common Stock 225,281 $ 0 0 I By Breedlove Family Limited Partnership. ( 7 ) Series B-1 Convertible Preferred Stock ( 4 ) 10/13/2021 C 301,978 ( 4 ) ( 4 ) Common Stock 93,296 $ 0 0 I By Breedlove Family Limited Partnership. ( 7 ) Warrant (Right to Buy) $ 0.032 10/13/2021 X 4,354 03/15/2016( 6 ) 03/15/2023( 6 ) Common Stock 4,354 $ 0 0 I By Breedlove Family Limited Partnership. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Breedlove Mark H. C/O COGNITION THERAPEUTICS, INC. 2500 WESTCHESTER AVE. PURCHASE, NY10577 X Signatures By: /s/Lisa Ricciardi, Attorney- in-Fact 10/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )On October 13, 2021, the reporting person exercised a warrant to purchase 4,354 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 11.74 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 4,342 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts. ( 6 )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, or (v) upon repayment of a promissory note issued in connection with the warrant. ( 7 )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.

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).

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