Statistiche di base
| CIK | 1455365 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cognition Therapeutics, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 28, 2025 |
Exhibit 1.1 Execution Version PLACEMENT AGENCY AGREEMENT August 27, 2025 Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New York, NY 10007 Ladies and Gentlemen: Introductory. This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partne |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 Cognition Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40886 13-4365359 (State or other jurisdiction of incorporation) (Commi |
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| August 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 27, 2025, between Cognition Therapeutics, Inc., a company incorporated under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, su |
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| August 28, 2025 |
AGENT’S PURCHASE WARRANT COGNITION THERAPEUTICS, INC. Exhibit 4.1 AGENT’S PURCHASE WARRANT COGNITION THERAPEUTICS, INC. Warrant Shares: 1 Initial Exercise Date: [], 2026 2 Issue Date: [], 2025 This AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at an |
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| August 28, 2025 |
Calculation of Filing Fee Tables S-3 COGNITION THERAPEUTICS INC Table 1: Newly Registered and Carry Forward Securities ☑Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward |
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| August 28, 2025 |
14,700,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023) 14,700,000 Shares of Common Stock We are offering 14,700,000 shares of common stock in a registered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus. We are also registering the |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 Cognition Therapeutics, Inc. |
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| August 7, 2025 |
Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the Second Quarter 2025 and Highlights Progress Across Clinical Programs - Discussed plans to support a pivotal Alzheimer’s disease program with FDA at end-of-phase 2 meeting - - Initiated expanded access program (EAP) for people with dementia with Lewy bodies (DLB) - - Surpassed 50% enrollment in Phase 2 ‘START’ study of zervimesin |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Cognition Therapeutics, Inc. |
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| June 20, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Cognition Therapeutics, Inc. |
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| June 3, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 Cognition Therapeutics, Inc. |
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| June 3, 2025 |
Exhibit 99.1 Philanthropic Donor Funds Cognition Therapeutics’ Expanded Access Program for Zervimesine (CT1812) in Dementia with Lewy Bodies Dr. James Galvin of the University of Miami to Serve as Lead Investigator First Site Initiated: Banner Sun Health Research Institute Purchase, NY – June 3, 2025 – Cognition Therapeutics, Inc., (the “Company” or “Cognition”) (NASDAQ: CGTX), a clinical-stage co |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 Cognition Therapeutics, Inc. |
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| June 2, 2025 |
Exhibit 99.1 Targeting Pathogenic Oligomers: June 2025 A Disruptive Approach to the Treatment of Neurodegenerative Diseases 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Cognition Therapeutics, Inc. |
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| May 8, 2025 |
Exhibit 99.1 Cognition Therapeutics Reports Topline Results Showing Oral Zervimesine (CT1812) Reduced Lesion Growth in Phase 2 Study in Geographic Atrophy Zervimesine treatment slowed the rate of GA lesion growth by 28.6% compared to placebo Observed GA lesion area was reduced by 28.2% at 18 months compared to placebo Dry AMD results validate zervimesine’s potential across degenerative disease ind |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Cognition Therapeutics, Inc. |
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| May 7, 2025 |
Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the First Quarter 2025 and Provides Business Update - End-of-Phase 2 meeting with FDA requested for Alzheimer’s disease – - Phase 2 results in dementia with Lewy bodies accepted for oral presentation at AAIC – - Two posters at ARVO describe zervimesine's role supporting retinal cell health - Purchase, NY – May 7, 2025 – Cognition Th |
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| April 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 20, 2025 |
Exhibit 99.1 Cognition Therapeutics Reports Year End 2024 Financial Results and Provides Business Update Positive Results with Zervimesine (CT1812) in Phase 2 SHIMMER Dementia with Lewy Bodies (DLB) Phase 2 SHINE Data Show Dramatic Slowing of Cognitive Decline with Zervimesine in a Key Pre-specified Alzheimer’s Disease Subgroup 2025 Objective: Advance Zervimesine into Late-stage Trials for DLB and |
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| March 20, 2025 |
Cognition Therapeutics, Inc.’s Insider Trading Policy Exhibit 19.1 COGNITION THERAPEUTICS, INC. INSIDER TRADING POLICY Effective October 7, 2021 I.Purpose Cognition Therapeutics, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to satisfy the Company’s obligation to prevent insider trading and to help the Company’s personnel and its external advisors avoid violating insider trading laws. II.Persons Subject to the Policy Th |
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| March 20, 2025 |
Up to $14,583,831 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023, as supplemented by Prospectus Supplement dated March 27, 2023, as supplement by Prospectus Supplement dated June 28, 2023) Up to $14,583,831 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 3, 2023, filed with the Se |
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| March 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc. |
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| March 20, 2025 |
Amendment to the Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. Exhibit 3.3 AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS OF COGNITION THERAPEUTICS, INC. The Second Amended and Restated Bylaws (the “Bylaws”) of Cognition Therapeutics, Inc., a Delaware corporation (the “Corporation”), are hereby amended as follows, effective as of March 19, 2025. 1. Section 1.5 of ARTICLE II of the Bylaws is hereby amended and restated in its entirety to read as f |
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| March 20, 2025 |
Exhibit 10.3 LAB LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and COGNITITION THERAPEUTICS, INC. (Tenant) Dated: January 20th, 2015 TABLE OF CONTENTS ARTICLEI. BASIC TERMS 1 ARTICLE 2. PREMISES 2 ARTICLE 3. TERM AND COMMENCEMENT 2 ARTICLE 4. CONSTRUCTION OF PREMISES 4 ARTICLE 5. BASE RENT 4 ARTICLE 6. RENT ESCALATION 5 ARTICLE 7. LATE PAYMENT 9 ARTICLE 8. USE OF PREMISES 9 ARTICLE 9. COMMON A |
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| March 20, 2025 |
As filed with the Securities and Exchange Commission on March 20, 2025 As filed with the Securities and Exchange Commission on March 20, 2025 Registration No. |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number: 001-40886 COGNITI |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Cognition Therapeutics, Inc. |
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| March 20, 2025 |
Subsidiaries of Cognition Therapeutics, Inc. Exhibit 21.1 List of Subsidiaries None. |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 Cognition Therapeutics, Inc. |
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| February 26, 2025 |
Exhibit 99.1 Cognition Therapeutics’ Successfully Passes Pre-defined Futility Analysis of Phase 2 Study of Oral Zervimesine (CT1812) in Geographic Atrophy Masked Analysis Shows Participants Receiving Oral Zervimesine for at Least 6 Months Experienced Slower Lesion Growth than Participants Receiving Placebo Following the Futility Analysis, Management Concluded the Phase 2 Study, Preserving Capital |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Cognition Therapeutics, Inc. |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 Cognition Therapeutics, Inc. |
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| January 28, 2025 |
Exhibit 99.1 Targeting Pathogenic Oligomers: January 2025 A Disruptive Approach to the Treatment of Neurodegenerative Diseases 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate |
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| January 13, 2025 |
Exhibit 99.1 Targeting Pathogenic Oligomers: January 2025 A Disruptive Approach to the Treatment of Neurodegenerative Diseases 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Cognition Therapeutics, Inc. |
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| December 18, 2024 |
Exhibit 99.1 1 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limited to, product candidates, including CT1812, and a |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 Cognition Therapeutics, Inc. |
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| November 13, 2024 |
Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the Third Quarter 2024 and Provides Business and Clinical Update - CT1812 slowed cognitive decline by 95% in Alzheimer’s disease patients with lower levels of plasma p-tau217 in a pre-specified analysis from Phase 2 SHINE study presented at CTAD - - On track to report topline results from Phase 2 SHIMMER study investigating CT1812 i |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Cognition Therapeutics, Inc. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 Cognition Therapeutics, Inc. |
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| October 1, 2024 |
Exhibit 99.1 Targeting Amyloid Beta Oligomers: A Disruptive Approach to the Treatment of CNS Disorders September 2024 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to prese |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Cognition Therapeutics, Inc. |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 Cognition Therapeutics, Inc. |
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| August 28, 2024 |
Exhibit 99.1 Targeting Amyloid Beta Oligomers: A Disruptive Approach to the Treatment of Alzheimer’s Disease August 2024 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to pr |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Cognition Therapeutics, Inc. |
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| August 8, 2024 |
Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the Second Quarter 2024 and Provides Business and Clinical Update - Proof-of-Concept Phase 2 SHINE Trial Demonstrates ~40% Mean Improvement in ADAS-Cog 11 vs Placebo and Consistent Positive Changes Across Multiple Cognitive and Functional Measures - - On Track to Report Topline Results from SHIMMER Study in Mild-to-Moderate DLB by Y |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Cognition Therapeutics, Inc. |
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| July 29, 2024 |
Exhibit 99.1 Results from the Proof-of-Concept Phase 2 ‘SHINE’ Study of CT1812 in Mild-to-Moderate Alzheimer’s Disease July 29, 2024 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that |
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| June 7, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 Cognition Therapeutics, Inc. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Cognition Therapeutics, Inc. |
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| May 7, 2024 |
Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the First Quarter 2024 and Provides Business Update - Topline Results from SHINE Study in Mild-to-Moderate Alzheimer’s Expected Mid-2024 - - SHIMMER Study in Dementia with Lewy Bodies Completed Enrollment of 130 Participants - Purchase, NY – May 7, 2024 – Cognition Therapeutics, Inc. (Nasdaq: CGTX), a clinical stage company developi |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 26, 2024 |
Cognition Therapeutics, Inc.’s Compensation Recovery Policy Exhibit 97.1 Cognition THERAPEUTICS, INC. COMPENSATION RECOVERY POLICY Adopted as of November 13, 2023 Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covere |
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| March 26, 2024 |
As filed with the Securities and Exchange Commission on March 26, 2024 As filed with the Securities and Exchange Commission on March 26, 2024 Registration No. |
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| March 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc. |
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| March 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Cognition Therapeutics, Inc. |
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| March 26, 2024 |
Subsidiaries of Cognition Therapeutics, Inc. Exhibit 21.1 List of Subsidiaries Subsidiary Ownership percentage Jurisdiction of incorporation or organization Cognition Therapeutics PTY LTD 100% Australia |
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| March 26, 2024 |
Exhibit 99.1 Cognition Therapeutics Reports Year End 2023 Financial Results and Provides Business Update - Topline Results from SHINE Study in Mild-to-Moderate Alzheimer’s Expected mid-2024 - - On Track to Report Topline Results from SHIMMER Study in Mild-to-Moderate DLB in 2H 2024 - - 1Q 2024 Capital Raise Extends Cash Runway Through May 2025 - - Webcast Conference Call Scheduled Today at 8:00 a. |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number: 001-40886 COGNITI |
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| March 13, 2024 |
6,571,428 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023) 6,571,428 Shares of Common Stock We are offering 6,571,428 shares of our common stock, par value $0.001 per share. Our common stock is listed on The Nasdaq Global Market (Nasdaq) under the symbol “CGTX.” On March 11, 2024, the last reported sale pri |
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| March 13, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Cognition Therapeutics, Inc. |
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| March 13, 2024 |
Exhibit 1.1 Execution Version 6,571,428 SHARES of Common Stock COGNITION THERAPEUTICS, INC. UNDERWRITING AGREEMENT March 11, 2024 Titan Partners Group LLC, a division of American Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Titan Partners Group LLC, a division of American Capital Partners, LLC 4 World Trade Center, 29th Floor New Y |
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| March 11, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Cognition Therapeutics, Inc. |
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| March 11, 2024 |
Subject to completion, dated March 11, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Cognition Therapeutics, Inc. |
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| February 20, 2024 |
Form of Performance Restricted Stock Unit Award Agreement Exhibit 10.1 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) the number of performance restricted stock units set forth below (the “P |
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| February 7, 2024 |
CGTX / Cognition Therapeutics, Inc. / HIRSCHMAN ORIN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 Cognition Therapeutics, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 19243B102 (CUSIP Number) January 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| January 19, 2024 |
SC 13G 1 cgtx11824.htm PATHSTONE FAMILY OFFICE, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 COGNITION THERAPEUTICS INC (Name of Issuer) Common stock (Title of Class of Securities) 19243B102 (CUSIP Number) October 13, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| January 8, 2024 |
6,030,532 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) File Number 333-276316 PRELIMINARY PROSPECTUS 6,030,532 Shares of Common Stock This prospectus relates to the offer and resale of up to an aggregate of 6,030,532 shares of our common stock, par value $0. |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 Cognition Therapeutics, Inc. |
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| January 4, 2024 |
Exhibit 99.1 Disease-modifying medicines for neurodegenerative disorders January 2024 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or current conditions, |
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| January 4, 2024 |
Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 January 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Re: Cognition Therapeutics, Inc. Registration Statement on Form S-3 Filed December 29, 2023 (File No. 333-276316) Ladies and Gentlemen: |
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| December 29, 2023 |
As filed with the Securities and Exchange Commission on December 29, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 29, 2023 Registration No. |
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| December 29, 2023 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cognition Therapeutics, Inc. |
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| November 13, 2023 |
Exhibit 99.2: Power of Attorney EX-99.2 3 tm2330603d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby constitute and appoint Daniel Schwarz, the lawful attorney-in-fact and agent with full power and authority to execute and file on the undersigned’s behalf, any and all instruments including Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”), and any amendments, supplements or s |
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| November 13, 2023 |
CGTX / Cognition Therapeutics Inc / BIOS Memory SPV I, LP - SC 13D/A Activist Investment SC 13D/A 1 tm2330603d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Cognition Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19243B 102 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texa |
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| November 13, 2023 |
Exhibit 99.1 : Joint Filing Agreement EX-99.1 2 tm2330603d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amend |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Cognition Therapeutics, Inc. |
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| November 2, 2023 |
Exhibit 99.1 Cognition Therapeutics Reports Third Quarter 2023 Financial Results and Provides Business Update Phase 2 trials in mild-to-moderate Alzheimer’s disease and dementia with Lewy bodies advancing Clinical site initiation underway in 540-patient early stage Alzheimer’s disease START trial; will permit approved monoclonal antibody (lecanemab) as combination therapy Complete data from CT1812 |
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| September 12, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 Cognition Therapeutics, Inc. |
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| September 12, 2023 |
Disease - modifying medicines for neurodegenerative disorders September 9, 2023 Exhibit 99.1 Disease - modifying medicines for neurodegenerative disorders September 9, 2023 2 FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 . All statements contained in this presentation, other than statements of historical facts or statements that relate to prese nt that relate to p |
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| August 24, 2023 |
Exhibit 99.1 Disease-modifying medicines for neurodegenerative disorders Perspective from a pre-Commercial Company August 2023 2 Confidential • Why we work in age-related neurodegenerative conditions • What we are doing to prepare for Phase 3 clinical trials & commercialization • How we fund our company Agenda for Investor Discussion 3 Confidential FORWARD-LOOKING STATEMENTS This presentation cont |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023 Cognition Therapeutics, Inc. |
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| August 8, 2023 |
Exhibit 99.1 Cognition Therapeutics Reports Second Quarter 2023 Financial Results and Business Update Announced Positive Topline Results from CT1812 Phase 2 SEQUEL Study in Mild-to-Moderate Alzheimer’s Disease Commenced Recruitment for 540-patient Phase 2 START Trial in Early Alzheimer’s Disease Published Data from SNAP Study Affirming Target Engagement of Sigma-2 (σ-2) Receptor Patient Dosing Com |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 Cognition Therapeutics, Inc. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| June 28, 2023 |
Exhibit 99.2 SEQUEL (COG0202) Topline Results A Pilot Electroencephalography (EEG) Study to Evaluate the Effect of CT1812 Treatment on Synaptic Activity in Subjects with Mild to Moderate Alzheimer’s Disease 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this p |
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| June 28, 2023 |
Exhibit 99.1 Cognition Therapeutics Announces Positive Topline Results for CT1812 Phase 2 SEQUEL Study for Mild-to-Moderate Alzheimer’s Disease Results Show Positive Treatment Effect of CT1812 on Global and Regional Brain Activity Management Holding Webcast Conference Call at 8:00am ET Today NEW YORK, NY, June 28, 2023 — Cognition Therapeutics, Inc. (NASDAQ: CGTX), a clinical-stage neuroscience co |
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| June 28, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 Cognition Therapeutics, Inc. |
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| June 28, 2023 |
Up to $40,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023, as supplemented by Prospectus Supplement dated March 27, 2023) Up to $40,000,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 3, 2023, filed with the Securities and Exchange Commission as a part of our registrati |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Cognition Therapeutics, Inc. |
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| May 4, 2023 |
Exhibit 99.1 Cognition Therapeutics Reports First Quarter 2023 Financial Results and Provides Business Update Completed enrollment for Phase 2 SEQUEL trial in mild-to-moderate Alzheimer’s disease (AD); topline results expected 2Q 2023 SHINE (AD) trial currently enrolling patients with first patient in Spain enrolled. Expect full enrollment by end of 2023 Received FDA clearance to proceed with 540- |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Cognition Therapeutics, Inc. |
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| May 4, 2023 |
Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF COGNITION THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders Section 1.1.Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s Board of Directors (the “ |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Cognition Therapeutics, Inc. |
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| May 1, 2023 |
Employment Agreement, dated April 17, 2023, between Cognition Therapeutics, Inc. and John Doyle Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated April 17, 2023, is made and entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the “Company”) and John Doyle (“Executive”), and will become effective as of May 1, 2023 (the “Effective Date”). Introduction WHEREAS, the Company desires to employ Executive and Execut |
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| April 24, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 19, 2023 |
Exhibit 99.1 Developing disease-modifying medicines for degenerative disorders Analyst Breakfast April 2023 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts o |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 Cognition Therapeutics, Inc. |
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| March 28, 2023 |
Exhibit 99.1 Cognition Therapeutics Presents Proteomic Biomarker Data Demonstrating Prominent Effects of CT1812 in Altering Underlying Alzheimer’s Disease Processes NEW YORK, NY, March 28, 2023 — Cognition Therapeutics, Inc. (NASDAQ: CGTX) presented results of a meta-analysis from the first cohort (SHINE-A) of 24 participants in the Phase 2 SHINE (COG0201; NCT03507790) and the complete dataset fro |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Cognition Therapeutics, Inc. |
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| March 27, 2023 |
Up to $16,741,022 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023) Up to $16,741,022 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 3, 2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-268992) (the “Prospectus |
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| March 23, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc. |
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| March 23, 2023 |
As filed with the Securities and Exchange Commission on March 23, 2023 S-8 1 tm2310086d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COGNITION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 13-4365359 (State or other jurisdiction of inc |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 Cognition Therapeutics, Inc. |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number: 001-40886 COGNITI |
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| March 23, 2023 |
Exhibit 99.1 Cognition Therapeutics Reports Year End 2022 Financial Results and Provides Business Update - Completed enrollment of CT1812 Phase 2 SEQUEL study for mild-to-moderate Alzheimer's disease - Received FDA clearance for Phase 2 START Study of CT1812 in early Alzheimer’s disease - Received FDA clearance for IND for Phase 2 study of CT1812 in 240 patients with geographic atrophy secondary t |
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| March 23, 2023 |
Subsidiaries of Cognition Therapeutics, Inc. Exhibit 21.1 List of Subsidiaries Subsidiary Ownership percentage Jurisdiction of incorporation or organization Cognition Therapeutics PTY LTD 100% Australia |
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| March 15, 2023 |
Exhibit 99.1 Cognition Therapeutics Announces Development Plans for Oral CT1812 in Geographic Atrophy Secondary to Dry AMD NEW YORK, NY, March 15, 2023 — Cognition Therapeutics, Inc. (NASDAQ: CGTX) announced that its Investigational New Drug (IND) application for investigation of CT1812 for geographic atrophy (GA) secondary to dry age-related macular degeneration (dry AMD) has been cleared by the |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 Cognition Therapeutics, Inc. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Cognition Therapeutics, Inc. |
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| March 10, 2023 |
Up to $35,000,000 of Shares of Common Stock and 189,856 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268992 PROSPECTUS SUPPLEMENT (To Prospectus dated January 3, 2023) Up to $35,000,000 of Shares of Common Stock and 189,856 Shares of Common Stock This prospectus supplement relates to the issuance and sale of up to $35,000,000 of shares of our common stock that we may sell to Lincoln Park Capital Fund, LLC (“Linc |
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| March 10, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2023, is entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherw |
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| March 10, 2023 |
Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement"), dated as of March 10, 2023, is made by and between Cognition Therapeutics, Inc., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor"). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Inve |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Cognition Therapeutics, Inc. |
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| February 22, 2023 |
Exhibit 99.1 Cognition Therapeutics and ACTC Receive FDA Clearance for Phase 2 START Study of Oral CT1812 in Early Alzheimer’s Disease NEW YORK, NY, February 22, 2023 — Cognition Therapeutics, Inc. (NASDAQ: CGTX) announced that it has cleared the U.S. Food and Drug Administration comment period and may now proceed with the 540-patient Phase 2 START study of CT1812 in adults with mild cognitive imp |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 Cognition Therapeutics, Inc. |
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| February 15, 2023 |
CGTX / Cognition Therapeutics Inc / HIRSCHMAN ORIN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Cognition Therapeutics, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 19243B102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 Cognition Therapeutics, Inc. |
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| December 29, 2022 |
Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 December 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Re: Cognition Therapeutics, Inc. Registration Statement on Form S-3 Filed December 23, 2022 (File No. 333-268992) Ladies and Gentlemen |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2022 Cognition Therapeutics, Inc. |
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| December 23, 2022 |
EX-1.2 2 tm2233311d2ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 Execution Version COGNITION THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement December 23, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Cognition Therapeutics, Inc., |
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| December 23, 2022 |
Exhibit 4.4 COGNITION THERAPEUTICS, INC. INDENTURE Dated as of [ ? ], 20[ ? ] [ ? ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 3 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Sect |
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| December 23, 2022 |
Exhibit 10.1 Execution Version COGNITION THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement December 23, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?), c |
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| December 23, 2022 |
As filed with the Securities and Exchange Commission on December 23, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2022 Registration No. |
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| December 23, 2022 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cognition Therapeutics, Inc. |
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| December 5, 2022 |
CGTX / Cognition Therapeutics Inc / BIOS Memory SPV I, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Cognition Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19243B 102 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 With a Copy to |
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| November 18, 2022 |
CGTX / Cognition Therapeutics Inc / HIRSCHMAN ORIN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cognition Therapeutics, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 19243B102 (CUSIP Number) November 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| November 16, 2022 |
Exhibit 99.1 Developing disease - modifying medicines for degenerative disorders November 2022 2 FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 .. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or curre |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 Cognition Therapeutics, Inc. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
Exhibit 99.1 Cognition Therapeutics Reports Third Quarter 2022 Financial Results and Provides Business Update - SHINE Alzheimer?s Trial Expands to European Sites - - SEQUEL Alzheimer?s Trial Awarded Additional NIA Grant to Complete - - Over 50% of SHIMMER Dementia with Lewy Bodies Study Sites Active - Purchase, NY ? November 14, 2022 ? Cognition Therapeutics, Inc. (Nasdaq: CGTX), (the ?Company? or |
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| November 14, 2022 |
Exhibit 1.1 COGNITION THERAPEUTICS, INC. 5,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement November 10, 2022 Cantor Fitzgerald & Co. As Representative of the several Underwriters listed in Schedule A Hereto c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?), pro |
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| November 14, 2022 |
Exhibit 99.2 PURCHASE, N.Y., Nov. 10, 2022 - Cognition Therapeutics, Inc., (Nasdaq: CGTX), (the Company? or ?Cognition?) announced today the pricing of the public offering of 5,000,000 shares of its common stock, at a public offering price of $1.20 per share, for gross proceeds of approximately $6.0 million, before deducting underwriting discounts and commissions and offering-related expenses. The |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Cognition Therapeutics, Inc. |
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| November 14, 2022 |
5,000,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-268228 PROSPECTUS 5,000,000 Shares of Common Stock We are offering 5,000,000 shares of our common stock at a public offering price of $1.20 per share. Our common stock is listed on the Nasdaq Global Market under the symbol “CGTX.” We are an “emerging growth company” and a “smaller reporting company” as defined unde |
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| November 7, 2022 |
As filed with the Securities and Exchange Commission on November 7, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 7, 2022. |
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| November 7, 2022 |
Office Lease Agreement, dated August 31, 2022 Exhibit 10.29 OFFICE LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and COGNITION THERAPEUTICS, INC. (Tenant) Dated: August 31, 2022 TABLE OF CONTENTS ARTICLE 1. BASIC TERMS 1 ARTICLE 2. PREMISES 2 ARTICLE 3. TERM AND COMMENCEMENT 2 ARTICLE 4. CONSTRUCTION OF PREMISES 4 ARTICLE 5. BASE RENT 4 ARTICLE 6. RENT ESCALATION 5 ARTICLE 7. LATE PAYMENT 9 ARTICLE 8. USE OF PREMISES 9 ARTICLE 9. COMMON A |
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| November 7, 2022 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Equity Common stock, $0. |
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| November 7, 2022 |
Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 November 7, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Joshua Gorsky Re: Cognition Therapeutics, Inc. Registration Statement on Form S-1, filed November 7, 2022 Ladies and Gentlemen: Pursuant to Rule 461 o |
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| November 7, 2022 |
November 7, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| November 7, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 COGNITION THERAPEUTICS, INC. [] Shares of Common Stock (par value $0.001 per share) Underwriting Agreement November [], 2022 Cantor Fitzgerald & Co. As Representative of the several Underwriters listed in Schedule A Hereto c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Cognition Therapeutics, Inc., a Delaware corporation (the “Compa |
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| October 20, 2022 |
TABLE OF CONTENTS Confidential Treatment Requested by Cognition Therapeutics, Inc. |
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| August 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2022 Cognition Therapeutics, Inc. |
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| August 29, 2022 |
Exhibit 99.1 Developing disease- modifying medicines for degenerative disorders August 2022 2 This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or current conditions, including but not lim |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2022 |
Exhibit 99.1 Cognition Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Update Ongoing patient dosing in SHIMMER Study for DLB and SHINE Study for Alzheimer?s Disease Positive Preliminary Data for Dry AMD Program Presented at ARVO 2022 Proteomics Data from SPARC read out at AAIC PURCHASE, NY, August 9, 2022 ? Cognition Therapeutics, Inc. (NASDAQ: CGTX) (the ?Company |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Cognition Therapeutics, Inc. |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 Cognition Therapeutics, Inc. |
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| June 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 Cognition Therapeutics, Inc. |
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| June 16, 2022 |
Exhibit 99.1 Disease - modifying medicines for degenerative disorders JMP Securities Life Sciences Conference June 16, 2022 2 This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 . All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or curren |
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| June 13, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 Cognition Therapeutics, Inc. |
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| May 11, 2022 |
Exhibit 99.1 Cognition Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Update Treatment Commences in Second Cohort of Phase 2 SHINE Study in Mild-to-Moderate Alzheimer’s Disease Data Presented at Scientific Conferences Further Validate the Potential of σ-2 Modulators PURCHASE, NY, May 11, 2022 (GLOBE NEWSWIRE) – Cognition Therapeutics, Inc. (NASDAQ: CGTX), a clinica |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 Cognition Therapeutics, Inc. |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 25, 2022 |
Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2022; TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 30, 2022 |
Subsidiaries of Cognition Therapeutics, Inc. Exhibit 21.1 List of Subsidiaries ? Subsidiary Ownership percentage Jurisdiction of incorporation or organization Cognition Therapeutics PTY LTD 100% Australia ? |
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| March 30, 2022 |
Exhibit 99.1 Cognition Therapeutics Reports Year End 2021 Financial Results and Provides Business Update - Well capitalized from $52 million IPO and $169 million in grant funding - - Established clinical program in Alzheimer?s disease enhanced by new DLB study and dry AMD program - - Conference Call and Live Audio Webcast Scheduled for Wednesday, March 30 at 8:00 a.m. ET - PURCHASE, NY, March 30, |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 30, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 Cognition Therapeutics, Inc. |
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| March 30, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? Cognition Therapeutics, Inc. (the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The Company?s common stock, $0.001 par value per share (?Common Stock?) is registered under Sect |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. |
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| March 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc. |
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| March 15, 2022 |
Exhibit 99.2 PROTEOMIC ANALYSIS OF CSF IN A PHASE 2 CLINICAL TRIAL FOR AD TO IDENTIFY PHARMACODYNAMIC BIOMARKERS OF THE S2R MODULATOR CT1812 N. Seyfried1 , L. Waybright2 , D. Duong1 , E. Malagise2 , K. Pandey3 , C. Williams2 , E. Dammer1 , L. Ping4 , K. Blennow5 , H. Zetterberg6 , J. Lah4 , A. Levey7 , L. Ricciardi2 , A.O. Caggiano2 , Mary E Hamby2 Affiliations: 1Emory University School of Medicin |
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| March 15, 2022 |
Exhibit 99.1 EXPERIMENTAL THERAPEUTIC CT1812 DEMONSTRATES TARGET ENGAGEMENT IN A PHASE 1b CLINICAL TRIAL TO MEASURE DISPLACEMENT OF A? OLIGOMERS INTO CSF NJ Izzo PhD1, KM LaBarbera BS1, CM Yuede PhD2, L Waybright BS1, R Yurko MS1, YI Sheline MD3, HM Edwards BS2, WD Gardiner BS2, K Blennow MD4, H Zetterberg MD4, AB Hanson MD5, CS Davis PhD1, RJ Guttendorf PhD6, LS Schneider MD7, S DeKosky MD8, AO C |
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| March 15, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 Cognition Therapeutics, Inc. |
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| February 1, 2022 |
CGTX / Cognition Therapeutics Inc / BIOS Memory SPV I, LP - SC 13D/A Activist Investment SC 13D/A 1 tm224034d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cognition Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19243B 102 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 7 |
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| January 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 Cognition Therapeutics, Inc. |
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| January 10, 2022 |
Disease - modifying medicines for degenerative disorders January 2022 Exhibit 99.1 Disease - modifying medicines for degenerative disorders January 2022 2 This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 . All statements contained in this presentation, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limited t |
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| November 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Cognition Therapeutics, Inc. |
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| November 18, 2021 |
Exhibit 99.1 Cognition Therapeutics Reports Third Quarter Financial Results and Company Highlights - Capital from upsized IPO plus substantial NIA grants supports clinical progress of novel small- molecule ?-2 modulators into new indications - Purchase, NY ? November 18, 2021 ? Cognition Therapeutics, Inc. (Nasdaq: CGTX), a clinical-stage biopharmaceutical company engaged in the discovery and deve |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Cognition Therapeutics, Inc. |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 Cognition Therapeutics, Inc. |
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| November 2, 2021 |
S-8 1 tm2131398d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 2, 2021 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COGNITION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 13-4365359 (State or other jurisdiction of incorpora |
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| November 2, 2021 |
Form of Stock Option Grant Notice and Award Agreement, under the 2021 Plan. Exhibit 99.7 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the individual listed below (?Participant?) an option to purchase the number of Shares set forth below (the ?Option?). The Option described i |
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| November 2, 2021 |
Form of Restricted Stock Unit Award Agreement, under the 2021 Plan. Exhibit 99.6 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the individual listed below (?Participant?) the number of restricted stock units set forth below (the ?Restricted Stock Units?). The |
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| October 25, 2021 |
CGTX / Cognition Therapeutics Inc / BIOS Memory SPV I, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cognition Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 19243B 102 (CUSIP Number) Bios Equity Partners, LP 1751 River Run, Suite 400 Fort Worth, Texas 76107 Tel: (817) 984-9197 With a Copy to: Andrew J. Rosell W |
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| October 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 Cognition Therapeutics, Inc. |
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| October 14, 2021 |
Third Amended and Restated Certificate of Incorporation of Cognition Therapeutics, Inc. Exhibit 3.1 Third AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of COGNITION THERAPEUTICS, INC. Cognition Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Cognition Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Sec |
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| October 14, 2021 |
? Exhibit 3.2 ? AMENDED AND RESTATED ? BYLAWS ? OF ? COGNITION THERAPEUTICS, INC. ? (the ?Corporation?) ? Article I Stockholders ? Section 1.1.??????????Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation?s Board |
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| October 12, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-257999? Prospectus 3,768,116 shares Common stock This is the initial public offering of shares of common stock of Cognition Therapeutics, Inc. We are offering 3,768,116 shares of our common stock. The initial public offering price per share is $12.00. Prior to this offering, there has been no public market for our common st |
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| October 7, 2021 |
As filed with the Securities and Exchange Commission on October 7, 2021. As filed with the Securities and Exchange Commission on October 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cognition Therapeutics, Inc. (Exact name of registrant as specified in its charter) ? Delaware ? ? 2836 ? ? 13-4365359 ? ? (State or other jurisdiction of incorporation |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cognition Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 13-4365359 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificat |
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| October 5, 2021 |
CORRESP 1 filename1.htm October 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Cognition Therapeutics, Inc. Registration Statement on Form S-1 File No. No. 333-257999 Acceleration Request Requested Date: October 7, 2021 Requested Time: 4:00 p.m. Eastern Time (US) Ladies and Gentlemen: In connection with the above-r |
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| October 5, 2021 |
Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, New York 10577 October 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz and Celeste Murphy Re: Cognition Therapeutics, Inc. Registration Statement on Form S-1 SEC File No. 333-25 |
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| October 4, 2021 |
Cognition Therapeutics, Inc. 2021 Equity Incentive Plan Exhibit 10.11 Cognition THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN Section 1. Purpose; Definitions. The purposes of the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?) are to: (a) enable Cognition Therapeutics, Inc. (the ?Company?) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) prov |
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| October 4, 2021 |
As filed with the Securities and Exchange Commission on October 4, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 4, 2021. |
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| October 4, 2021 |
Exhibit 4.1 NUMBER SPECIMEN - NOT NEGOTIABLE SPECIMEN not negotiable SHARES COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 19243B 10 2 This Certifies That: is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF Cognition Therapeutics, Inc. transferable on the books of the Corporation by the holde |
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| October 4, 2021 |
Exhibit 3.6 CERTIFICATE OF AMENDMENT to the SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of COGNITION THERAPEUTICS, INC. COGNITION THERAPEUTICS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify as follows: FIRST: The name of the Corporation is Cognition Therapeutics, Inc. The Certificate of In |
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| October 4, 2021 |
Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan Exhibit 10.12 Cognition THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan is to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qual |
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| September 10, 2021 |
As filed with the Securities and Exchange Commission on September 10, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 10, 2021. |
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| September 10, 2021 |
Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman. |
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| August 20, 2021 |
As filed with the Securities and Exchange Commission on August 20, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 20, 2021. |
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| August 20, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 COGNITION THERAPEUTICS, INC. UNDERWRITING AGREEMENT New York, New York [•], 2021 B. Riley Securities, Inc., As Representative of the Several Underwriters 200 Vesey Street, 25th Floor New York, NY 10281 Ladies and Gentlemen: The undersigned, Cognition Therapeutics, Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the "Company"), a company formed under the |
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| July 29, 2021 |
2021 Employee Stock Purchase Plan. EX-10.12 6 tm2113659d10ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 Cognition THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan is to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Com |
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| July 29, 2021 |
Employee Restrictive Covenant Agreement Exhibit 10.21 EMPLOYEE Restrictive Covenant AgreemenT THIS AGREEMENT (the ?Agreement?) is between Cognition Therapeutics, Inc. (the ?Company?), a Delaware corporation with its principal offices at 2500 Westchester Ave., Purchase, NY 10577 and (the ?Employee?), an individual residing at the address set forth on the signature page to this Agreement. Recitals: The parties desire to enter into this Ag |
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| July 29, 2021 |
As filed with the Securities and Exchange Commission on July 29, 2021. ? As filed with the Securities and Exchange Commission on July 29, 2021. Registration No. 333-257999? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cognition Therapeutics, Inc. (Exact name of registrant as specified in its charter) ? Delaware ? ? 2836 ? ? 13-4365359 ? ? (State or other |
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| July 29, 2021 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into effective as of , 2021 between Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with |
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| July 29, 2021 |
? Exhibit 3.8? ? AMENDED AND RESTATED ? BYLAWS ? OF ? COGNITION THERAPEUTICS, INC. ? (the ?Corporation?) ? Article I Stockholders ? Section 1.1.??????????Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation?s Board |
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| July 29, 2021 |
? Exhibit 3.6? ? Third AMENDED AND RESTATED ? CERTIFICATE OF INCORPORATION ? OF ? COGNITION THERAPEUTICS, INC. ? Cognition Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: ? 1.?????????????The name of the Corporation is Cognition Therapeutics, Inc. The date of the filing of its original Certificate of |
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| July 29, 2021 |
Exhibit 10.16 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated , 20, is made and entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and Lisa Ricciardi (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market system (the |
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| July 29, 2021 |
Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), dated , 20, is made and entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the ?Company?) and James O?Brien (?Executive?), and will become effective on the first date that the Company?s common stock is traded on a national stock exchange or national market system (the |
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| July 29, 2021 |
Exhibit 10.11 Cognition THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN Section 1. Purpose; Definitions. The purposes of the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (as amended from time to time, the ?Plan?) are to: (a) enable Cognition Therapeutics, Inc. (the ?Company?) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) prov |
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| July 29, 2021 |
Option Agreements for Directors EX-10.22 10 tm2113659d10ex10-22.htm EXHIBIT 10.22 Exhibit 10.22 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set |
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| July 29, 2021 |
Letter Agreement between the Registrant and Jack A. Khattar. EX-10.24 12 tm2113659d10ex10-24.htm EXHIBIT 10.24 Exhibit 10.24 August 14, 2020 Mr. Jack A. Khattar 105 Alderwood Drive Gaithersburg, MD 20878 [email protected] Dear Jack: Following our recent discussions, I am pleased to invite you to join the Board of Directors of Cognition Therapeutics, Inc. (the "Company") as an outside director, subject to election by the Company’s stockholders, on the f |
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| July 29, 2021 |
CORRESP 1 filename1.htm Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman.com July 29, 2021 VIA EDGAR AND OVERNIGHT MAIL U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz and Celeste Murphy Re: Cognition Therapeutics, Inc. Registration |
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| July 29, 2021 |
Board of Directors of Cognition Therapeutics, Inc. Nomination Letter of Mr. Brett Monia, Ph.D. EX-10.23 11 tm2113659d10ex10-23.htm EXHIBIT 10.23 Exhibit 10.23 October 22, 2020 Mr. Brett Monia, Ph.D. 2306 Casa Hermosa Court Encinitas, CA 92024 [email protected] Dear Brett: Following our recent discussions, I am pleased to invite you to join the Board of Directors of Cognition Therapeutics, Inc. (the "Company") as an outside director, on the following basis: 1. Position. Upon your acceptanc |
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| July 29, 2021 |
Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Troutman. |
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| July 19, 2021 |
Exhibit 10.28 Notice of Award RESEARCH Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Federal Award Date: 08/28/2020 Grant Number: 3R01AG058660-03S2 FAIN: R01AG058660 Principal Investigator(s): SUSAN M CATALANO, PHD Project Title: A Randomized, Double-blind, Placebo-Controlled, Parallel-Group, Phase II Study to Evaluate the Safety and Efficacy of |
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| July 19, 2021 |
EX-10.5 11 tm2113659d7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT This First Amendment to Office Lease Agreement (“Amendment”) is made this 1st day of July, 2017, and is by and between RJ EQUITIES LP, a Pennsylvania limited partnership (“Landlord”), and COGNITION THERAPEUTICS, INC., a Delaware corporation (“Tenant”). Article I- AMENDMENT OF BASIC TERMS The partie |
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| July 19, 2021 |
Bylaws, dated August 21, 2007, as currently in effect. EX-3.7 7 tm2113659d7ex3-7.htm EXHIBIT 3.7 Exhibit 3.7 BY-LAWS OF COGNITION THERAPEUTICS, INC. Article 1 OFFICES Section 1.1. The Corporation shall have and maintain in the State of Delaware a registered office which may, but need not be, the same as its place of business. Section 1.2. The Corporation may also have offices at such other places as the Board of Directors may from time to time determi |
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| July 19, 2021 |
Exhibit 3.3 SECOND CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGNITION THERAPEUTICS, INC. Cognition Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY THAT: FIRST: The Board of Directors (the ?Board?) of Cognition Therapeutics, Inc. (the ?Corpor |
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| July 19, 2021 |
EX-3.5 6 tm2113659d7ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 FOURTH CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGNITION THERAPEUTICS, INC. Cognition Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as the same may be amended from time to time (“DGCL”), DOE |
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| July 19, 2021 |
Exhibit 10.24 Notice of Award Multi-Year Funded Research Project Grant Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Federal Award Date: 08/14/2016 Grant Number: 1RF1AG054176-01 FAIN: RF1AG054176 Principal Investigator(s): SUSAN M CATALANO, PHD Project Title: Phase 1b first-in-patient safety trial for CT1812, a novel Alzheimer’s synaptic protecti |
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| July 19, 2021 |
Amended and Restated 2007 Equity Incentive Plan. EX-10.7 13 tm2113659d7ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Effective Date: October 1, 2007 Amended and Restated: January 16, 2009 Amended and Restated: December 14, 2010 Amended and Restated: March 25, 2011 Amended and Restated: November 27, 2011 Amended and Restated: March 20, 2014 Amended and Restated: February 22, 2016 Amended and Restated: October 28, 2016 Amended and Restated: January 10, 201 |
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| July 19, 2021 |
Form of Restricted Stock Award Agreement. Exhibit 10.13 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the number of restricted stock units set forth below (the “Restricted Stock Units”). Th |
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| July 19, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGNITION THERAPEUTICS, INC. (incorporated on August 21, 2007) COGNITION THERAPEUTICS, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, as it may be amended from time to time (the “General Corporation Law”), hereby certifies as follows: 1. |
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| July 19, 2021 |
Grant Agreement dated May 6, 2021 by and between the Registrant and the National Institute of Aging. Exhibit 10.33 Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Notice of Award FAIN# R01AG071643 Federal Award Date 05/06/2021 Recipient Information 1. Recipient Name COGNITION THERAPEUTICS, INC. 2403 SIDNEY ST STE 261 PITTSBURGH, PA 15203 2. Congressional District of Recipient 14 3. Payment System Identifier (ID) 1134365359A1 4. Employer Identifica |
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| July 19, 2021 |
EX-10.25 24 tm2113659d7ex10-25.htm EXHIBIT 10.25 Exhibit 10.25 Notice of Award RESEARCH Department of Health and Human Services National Institutes of Health Federal Award Date: 09/12/2017 NATIONAL INSTITUTE ON AGING Grant Number: 1R01AG057553-01 FAIN: R01AG057553 Principal Investigator(s): SUSAN M CATALANO, PHD Project Title: A Pilot Synaptic Vesicle Glycoprotein 2A (SV2A) PET Study to Evaluate t |
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| July 19, 2021 |
Form of Stock Option Grant Notice and Award Agreement. Exhibit 10.14 COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENT Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option de |
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| July 19, 2021 |
EX-10.3 9 tm2113659d7ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS FIRST AMENDMENT (the “First Amendment”) to that certain Third Amended and Restated Investors’ Rights Agreement dated as of March 20, 2014, among Cognition Therapeutics, Inc., a Delaware corporation (the “Company”) and its stockholders party thereto (the “Investor |
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| July 19, 2021 |
Power of Attorney (included on the signature page to this registration statement). S-1 1 tm2113659-6s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cognition Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2836 13-4365359 (State or |
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| July 19, 2021 |
Letter Agreement dated October 7, 2019, by and between the Registrant and James M. O’Brien. Exhibit 10.19 Cognition Therapeutics Inc. 2403 Sidney Street Pittsburgh PA 15203 t: 412 481 2210 f: 412 481 2216 www.cogrx com October 7, 2019 Mr. James O?Brien 20 Hollow Tree Ridge Road Darien, Connecticut 06820 Dear Jim: This letter agreement (the ?Agreement?) sets forth the terms and conditions of your employment with Cognition Therapeutics, Inc., a Delaware corporation (the ?Company?). 1. Posi |
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| July 19, 2021 |
Exhibit 10.29 Notice of Award Multi-Year Funded Research Project Grant Federal Award Date: 09/05/2020 Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Grant Number: 1RF1AG051593-01 FAIN: RF1AG051593 Principal Investigator(s): SUSAN M CATALANO, PHD Project Title: Phase 1 safety trial for CT1812, a novel small molecule therapeutic targeting a synaptic |
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| July 19, 2021 |
EX-10.32 31 tm2113659d7ex10-32.htm EXHIBIT 10.32 Exhibit 10.32 Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Notice of Award FAIN# SB1AG073028 Federal Award Date 04/30/2021 Recipient Information Federal Award Information 1. Recipient Name COGNITION THERAPEUTICS, INC. 2403 SIDNEY ST STE 261 11. Award Number 1SB1AG073028-01A1 PITTSBURGH, PA 15203 1 |
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| July 19, 2021 |
Grant Agreement dated May 10, 2021 by and between the Registrant and the National Institute of Aging Exhibit 10.34 Department of Health and Human Services National Institutes of Health NATIONAL INSTITUTE ON AGING Notice of Award FAIN# R01AG058660 Federal Award Date 05/10/2021 Recipient Information 1. Recipient Name COGNITION THERAPEUTICS, INC. 2403 SIDNEY ST STE 261 PITTSBURGH, PA 15203 2. Congressional District of Recipient 14 3. Payment System Identifier (ID) 1134365359A1 4. Employer Identifica |
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| July 19, 2021 |
Second Amendment to 2017 Equity Incentive Plan. Exhibit 10.10 AMENDMENT TO THE COGNITION THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN WHEREAS, Cognition Therapeutics, Inc. (the “Company”) has adopted the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan (the “Plan”); WHEREAS, Section 12(a) of the Plan permits the Board of Directors of the Company (the “Board”) to amend the Plan from time to time; WHEREAS, pursuant to Section 3 of the Pla |
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| July 19, 2021 |
Employment Agreement dated June 1, 2020 by and between the Registrant and Lisa Ricciardi. Exhibit 10.15 Execution Version EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of June 1, 2020 (this “Agreement”) between Cognition Therapeutics, Inc. (the “Company”), a Delaware corporation, and Lisa Ricciardi (the “Executive”). Background: Executive and the Company entered into an employment agreement dated March 30, 2020 (the “Interim CEO Contract”) for Executive to serve as Interim Chi |
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| July 19, 2021 |
Advisor Services Agreement dated March 17, 2020 by and between the Registrant and Kenneth Moch. Exhibit 10.18 ADVISOR SERVICES AGREEMENT This Advisor Services Agreement (“Agreement”), effective as of March 17, 2020, is made between Cognition Therapeutics, Inc. (the “Company”) and Kenneth I. Moch (“Advisor”). WHEREAS, Advisor’s employment by the Company ceased on March 17, 2020 (the “Termination Date”) and in connection therewith the Company and Advisor entered into a Separation and Release A |
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| July 19, 2021 |
Exhibit 3.4 THIRD CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGNITION THERAPEUTICS, INC. Cognition Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as the same may be amended from time to time (“DGCL”), DOES HEREBY CERTIFY THAT: FIRST: That the Boar |
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| July 19, 2021 |
CORRESP 1 filename1.htm Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman.com July 19, 2021 VIA EDGAR AND OVERNIGHT MAIL U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz and Celeste Murphy Re: Cognition Therapeutics, Inc. Registration |
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| July 19, 2021 |
EX-3.2 3 tm2113659d7ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COGNITION THERAPEUTICS, INC. Cognition Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY THAT: FIRST: The Board of Directors (the “Board”) of |
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| July 19, 2021 |
Exhibit 10.6 LEASE AGREEMENT BETWEEN 2500/2700 WESTCHESTER AVENUE OWNER SPE LLC, a Delaware Limited Liability Company, LANDLORD, -AND- COGNITION THERAPEUTICS, INC., a Delaware Corporation, TENANT Dated July 1, 2021 Prepared by: Robert A. Klausner, Esq. Fox Rothschild LLP 49 Market Street Morristown, New Jersey 07960 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 DEMISE, TERM 5 ARTICLE 3 BASIC |
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| July 19, 2021 |
EX-10.8 14 tm2113659d7ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Effective Date: September 20, 2017 COGNITION THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN The purpose of the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan (this “Plan”) is to provide (i) designated employees of Cognition Therapeutics, Inc. (the “Company”) and its parents and subsidiaries, (ii) certain consultants and advisors wh |
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| July 19, 2021 |
Exhibit 10.17 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made by and between Kenneth I. Moch (the “Executive”) and Cognition Therapeutics, Inc. (the “Company”). WHEREAS, the Company and the Executive entered into an Employment Agreement, effective October 11, 2016 and subsequently amended (the “Employment Agreement”), which governs the Executive’s |
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| July 19, 2021 |
Exhibit 10.2 Execution Copy COGNITION THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT March 20, 2014 TABLE OF CONTENTS (continued) TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1. Demand Registration 4 2.2. Company Registration 6 2.3. Underwriting Requirements 6 2.4. Obligations of the Company 8 2.5. Furnish Information 9 2.6. Expenses of Registration |
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| July 19, 2021 |
EX-10.26 25 tm2113659d7ex10-26.htm EXHIBIT 10.26 Exhibit 10.26 Notice of Award Multi-Year Funded Research Project Grant Department of Health and Human Services National Institutes of Health Federal Award Date: 04/18/2018 NATIONAL INSTITUTE ON AGING Grant Number: 1RF1AG057780-01 REVISED FAIN: RF1AG057780 Principal Investigator(s): SUSAN M CATALANO, PHD Project Title: A Pilot CSF Catheter Study to E |
