Sec Form 3 Filing - Breedlove Mark H. @ COGNITION THERAPEUTICS INC - 2021-10-07

FORM 3 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) 10/07/2021 (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

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 Stock Option (right to buy) $ 1.75 ( 1 ) 02/23/2031 Common Stock 3,865 D Stock Option (right to buy) $ 0.84 ( 2 ) 09/22/2025 Common Stock 3,865 D Stock Option (right to buy) $ 1.07 ( 3 ) 02/27/2030 Common Stock 7,729 D Stock Option (right to buy) $ 1.07 ( 3 ) 02/27/2030 Common Stock 3,865 D Series A-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 44,806 I By Breedlove Family Limited Partnership. ( 9 ) Series A-2 Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 36,714 I By Breedlove Family Limited Partnership. ( 9 ) Series B Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 255,281 I By Breedlove Family Limited Partnership. ( 9 ) Series B-1 Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 93,296 I By Breedlove Family Limited Partnership. ( 9 ) Warrant (Right to Buy) $ 0.03 03/15/2016 03/15/2023( 8 ) Common Stock 4,354 I By Breedlove Family Limited Partnership. ( 9 )

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 /s/ Lisa Ricciardi, Attorney-in-Fact 10/07/2021 Signature of Reporting Person Date

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 Breedlov e 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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