CGTX / Cognition Therapeutics, Inc. - SEC Dosyaları, Yıllık Rapor, Vekil Beyanı

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 4, 2026 Cognition Therapeutics

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 4, 2026 Cognition Therapeutics, Inc.

https://cogrx.com COGNITION THERAPEUTICS · NASDAQ: CGTX An Investigational Oral Therapy Advancing Toward Registrational Development June 2026 · Jefferies Global Healthcare Conference Zervimesine in DLB Psychosis

Exhibit 99.1 https://cogrx.com COGNITION THERAPEUTICS · NASDAQ: CGTX An Investigational Oral Therapy Advancing Toward Registrational Development June 2026 · Jefferies Global Healthcare Conference Zervimesine in DLB Psychosis 2 COGNITION THERAPEUTICS | NASDAQ: CGTX FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of The Private Securities Litig

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 21, 2026 Cognition Therapeutics

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 21, 2026 Cognition Therapeutics, Inc.

Cognition Therapeutics Completes Meeting with FDA for Zervimesine (CT1812) in Dementia with Lewy Bodies with Psychosis - Positive Discussion on Path Forward for Registrational Program -

Exhibit 99.1 Cognition Therapeutics Completes Meeting with FDA for Zervimesine (CT1812) in Dementia with Lewy Bodies with Psychosis - Positive Discussion on Path Forward for Registrational Program - PURCHASE, NY – May 21, 2026 – Cognition Therapeutics, Inc., (the Company or Cognition) (NASDAQ: CGTX), a clinical-stage company developing product candidates that treat neurodegenerative disorders, (th

LAB LEASE AGREEMENT RJ EQUITIES LP COGNITITION THERAPEUTICS, INC. Dated: January 20th, 2015

Exhibit 10.1 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

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, 2026 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

Cognition Therapeutics Reports Financial Results for the First Quarter 2026 and Provides Business Update Meeting with FDA Division of Psychiatry scheduled for May 2026 expected to inform registrational plans for zervimesine in DLB psychosis

Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the First Quarter 2026 and Provides Business Update Meeting with FDA Division of Psychiatry scheduled for May 2026 expected to inform registrational plans for zervimesine in DLB psychosis Purchase, NY – May 7, 2026 – Cognition Therapeutics, Inc. (NASDAQ: CGTX), clinical-stage company developing product candidates that treat neurodeg

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, 2026 Cognition Therapeutics,

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, 2026 Cognition Therapeutics, Inc.

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

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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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, 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: 001-40886 COGNITION THERAPEUTICS, I

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

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

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

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 Sectio

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries None.

Cognition Therapeutics Reports Year End 2025 Financial Results and Provides Clinical Development Update -Advancing zervimesine clinical development in DLB psychosis – - Meeting with FDA Division of Psychiatry expected by mid-2026 - - Management confe

Exhibit 99.1 Cognition Therapeutics Reports Year End 2025 Financial Results and Provides Clinical Development Update -Advancing zervimesine clinical development in DLB psychosis – - Meeting with FDA Division of Psychiatry expected by mid-2026 - - Management conference call at 8:30 a.m. ET today - Purchase, NY – March 26, 2026 – Cognition Therapeutics, Inc. (Nasdaq: CGTX), a clinical-stage company

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 COGNITION THERAPEUTICS INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

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, 2026 Cognition Therapeuti

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, 2026 Cognition Therapeutics, Inc.

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

Exhibit 99.2 March 2026 Zervimesine: a Once-daily Oral Therapeutic Advancing Toward Phase 3 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 condit

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, 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: 001-40886 COGNITI

As filed with the Securities and Exchange Commission on March 26, 2026

As filed with the Securities and Exchange Commission on March 26, 2026 Registration No.

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 2, 2026 Cognition Therapeuti

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 2, 2026 Cognition Therapeutics, Inc.

Cognition Therapeutics Advancing Zervimesine (CT1812) for Dementia with Lewy Bodies (DLB) Psychosis - Regulatory strategy expedites development of potential first treatment to address DLB psychosis -

Exhibit 99.1 Cognition Therapeutics Advancing Zervimesine (CT1812) for Dementia with Lewy Bodies (DLB) Psychosis - Regulatory strategy expedites development of potential first treatment to address DLB psychosis - PURCHASE, NY – March 02, 2026 – Cognition Therapeutics, Inc., (the Company or Cognition) (NASDAQ: CGTX), a clinical-stage company developing drugs that treat neurodegenerative disorders,

Cognition Therapeutics Completes Type C Meeting with FDA for Zervimesine (CT1812) in Dementia with Lewy Bodies

Exhibit 99.1 Cognition Therapeutics Completes Type C Meeting with FDA for Zervimesine (CT1812) in Dementia with Lewy Bodies PURCHASE, NY – January 27, 2026 – Cognition Therapeutics, Inc., (the Company or Cognition) (NASDAQ: CGTX), a clinical stage company developing drugs that treat neurodegenerative disorders, conducted a Type C meeting with the U.S. Food and Drug Administration (FDA) on January

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, 2026 Cognition Therapeu

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, 2026 Cognition Therapeutics, Inc.

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 16, 2025 Cognition Therape

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 16, 2025 Cognition Therapeutics, Inc.

Security Type

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 Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Equity Common Stock, par value $0.

OPEN MARKET SALE AGREEMENTSM

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM December 18, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s

As filed with the Securities and Exchange Commission on December 18, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 18, 2025 Registration No.

COGNITION THERAPEUTICS, INC. Dated as of [ · ], 20[ · ] [ · ] TABLE OF CONTENTS

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 3 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Sect

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, 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 Numbe

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 6, 2025 Cognition Therapeu

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 6, 2025 Cognition Therapeutics, Inc.

Press Release, dated November 6, 2025.

Exhibit 99.1 Cognition Therapeutics Reports Financial Results for the Third Quarter 2025 and Highlights Progress Across Clinical Programs - $30 Million Registered Direct Offering Support Next Stage of Development for Zervimesine (CT1812) - - Aligned with U.S. FDA on Registrational Path for Zervimesine - - Expanded Access Program for Dementia with Lewy Bodies Ongoing - Purchase, NY – November 6, 20

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 15, 2025 Cognition Therap

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 15, 2025 Cognition Therapeutics, Inc.

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

Exhibit 99.1 September 2025 Zervimesine: a Once-daily Oral Therapeutic Advancing Towards Phase 3 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 c

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

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 Therape

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

SECURITIES PURCHASE AGREEMENT

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

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

Security Type

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

PLACEMENT AGENCY AGREEMENT

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

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 Therapeut

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.

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

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

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

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 Therapeuti

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.

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.

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

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

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.

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

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

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

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.

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,

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.

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 ar

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

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

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.

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 presentati

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

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

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

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

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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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 COGNITION THERAPEUTICS, I

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc.

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

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 wi

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

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.

Subsidiaries of Cognition Therapeutics, Inc.

Exhibit 21.1 List of Subsidiaries None.

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 Therapeuti

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.

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

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

Office Lease Agreement between RJ Equities LP and Cognition Therapeutics, Inc., dated July 1, 2017, as amended

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

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

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): March 12, 2025 Cognition Therapeutics, Inc.

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 Therape

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.

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 Lesio

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

CGTX / Cognition Therapeutics, Inc. / PATHSTONE FAMILY OFFICE, LLC Passive Investment

SCHEDULE 13G 0001511137 XXXXXXXX LIVE Common stock 05/23/2024 0001455365 COGNITION THERAPEUTICS INC 19243B102 2403 SIDNEY STREET SUITE 261 PITTSBURGH PA 15203 PATHSTONE FAMILY OFFICE, LLC DE 0.

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 Therapeu

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.

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

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

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

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

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 Therapeu

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.

Topline Results Phase 2 Study of CT1812 in Mild-to-Moderate Dementia with Lewy Bodies December 18, 2024 Director of the Comprehensive Center for Brain Health University of Miami Miller School of Medicine Director at Large of the LBDA Board of Directo

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

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 Therape

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.

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

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.

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 ana

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

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 Therapeut

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.

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

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

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 Therap

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.

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

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

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 Therapeut

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.

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

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

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.

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

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 Therapeutic

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.

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

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

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.

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

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 Enr

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

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,

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.

ARS

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 COGNITION THERAPEUTICS, I

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

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

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

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

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc.

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-Mode

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.

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.

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

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.

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

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

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.

Underwriting Agreement, dated as of March 11, 2024, by and between Cognition Therapeutics, Inc. and Titan Partners Group LLC, as representative of the underwriters

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

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

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.

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.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): February 15, 2024 Cognition Therapeutics, Inc.

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

CGTX / Cognition Therapeutics, Inc. / PATHSTONE FAMILY OFFICE, LLC - PATHSTONE FAMILY OFFICE, LLC Passive Investment

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

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.

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 con

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,

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 Therapeut

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.

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:

LETTER

United States securities and exchange commission logo January 3, 2024 Lisa Ricciardi President and Chief Executive Officer Cognition Therapeutics, Inc.

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.

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cognition Therapeutics, Inc.

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

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

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

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

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 sta

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

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.

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

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.

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

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

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 Therapeut

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.

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 Therapeuti

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.

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 T

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

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

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

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

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.

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

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 Confe

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

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

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.

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 e

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-

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 “

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,

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.

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

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,

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.

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

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

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

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

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

ARS

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 COGNITION THERAPEUTIC

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

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

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 Therapeuti

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.

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 Therapeuti

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.

Cognition Therapeutics Presents Proteomic Biomarker Data Demonstrating Prominent Effects of CT1812 in Altering Underlying Alzheimer’s Disease Processes

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

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

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

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 e

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

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 Therapeuti

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.

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

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

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc.

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 Therapeuti

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.

Cognition Therapeutics Announces Development Plans for Oral CT1812 in Geographic Atrophy Secondary to Dry AMD

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

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

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 Therapeuti

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.

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 Therapeuti

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.

Purchase Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc. and Lincoln Park Capital Fund, LLC

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

Registration Rights Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc. and Lincoln Park Capital Fund, LLC

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

Cognition Therapeutics and ACTC Receive FDA Clearance for Phase 2 START Study of Oral CT1812 in Early Alzheimer’s Disease

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

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 Therape

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.

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

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): January 27, 2023 Cognition Therapeutics, Inc.

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

LETTER

United States securities and exchange commission logo December 28, 2022 Lisa Ricciardi President and Chief Executive Officer Cognition Therapeutics, Inc.

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 Therape

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.

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cognition Therapeutics, Inc.

Controlled Equity OfferingSM Sales Agreement, dated as of December 23, 2022, by and among Cognition Therapeutics, Inc., Cantor Fitzgerald & Co. and B. Riley Securities, Inc.

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

Controlled Equity OfferingSM Sales Agreement, dated December 23, 2022, by and among the registrant, Cantor Fitzgerald & Co. and B. Riley Securities, Inc.

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.,

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.

Form of Indenture

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

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

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

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 fac

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

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 Therape

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.

Underwriting Agreement by and between Cognition Therapeutics, Inc. and Cantor Fitzgerald & Co., dated November 10, 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

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 Dementi

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

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, fo

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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, 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): November 10, 2022 Cognition Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

Filing Fee Table.

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.

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.

[Signature Page Follows]

November 7, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

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

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

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

LETTER

United States securities and exchange commission logo October 24, 2022 Lisa Ricciardi President and Chief Executive Officer Cognition Therapeutics, Inc.

Confidential Treatment Requested by Cognition Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on October 20, 2022. This draft registration statement has not been publicly f

TABLE OF CONTENTS Confidential Treatment Requested by Cognition Therapeutics, Inc.

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.

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 presen

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

Disease - modifying medicines for degenerative disorders JMP Securities Life Sciences Conference 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

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.

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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.

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 Vali

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

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

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

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))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 COGNITION THERAPEUTICS, INC.

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cognition Therapeutics, Inc.

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.

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 an

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,

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 ?

Exhibit 4.1

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

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

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

Exhibit 99.1

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

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.

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

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

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.

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 σ-2 modulators into new indications -

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure

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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

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

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

Form S-8 (File No. 333-260686) with the Securities and Exchange Commission (the “Commission”) on 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

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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): October 13, 2021 Cognition Therapeutics, Inc.

Amended and Restated Bylaws (incorporated by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on 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

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

Per share

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

CERT

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

The description of our common stock contained in our registration statement on Form 8-A (File No. 001-40886) filed with the SEC on October 6, 2021, under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

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

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

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

Specimen Common Stock Certificate of Registrant (incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) filed July 29, 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

Fifth Amendment to the Second Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 1, 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

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

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.

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

1

Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103-2799 troutman.

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.

LETTER

United States securities and exchange commission logo August 25, 2021 Lisa Ricciardi Chief Executive Officer COGNITION THERAPEUTICS INC 2403 Sidney Street Pittsburgh, Pennsylvania 15203 Re: COGNITION THERAPEUTICS INC Amendment No.

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

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.

Form of Amended and Restated Bylaws, which will become effective immediately prior to the closing of this offering.

? 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