COGNITION THERAPEUTICS INC

DEF 14A 1 tm242874-1_def14a.htm DEF 14A

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

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Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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COGNITION THERAPEUTICS, INC.

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(Name of Registrant as Specified in its Charter)

Not applicable.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2500 Westchester Ave.

Purchase, New York 10577

2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 7, 2024

April 26, 2024

Dear Stockholder:

We are pleased to invite you to attend Cognition Therapeutics, Inc.’s 2024 Annual Meeting of Stockholders, or the Annual Meeting, which will be held at 9:00 a.m., Eastern Time, on Friday, June 7, 2024. The Annual Meeting will be held in virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to Cognition Therapeutics, Inc., and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: www.virtualshareholdermeeting.com/CGTX2024.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders, or the Notice, and 2024 Annual Meeting Proxy Statement, or the Proxy Statement. Other than the proposals described in the Proxy Statement, our Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please contact our Chief Executive Officer, Lisa Ricciardi, at (412) 481-2210.

Sincerely,

/s/ Lisa Ricciardi

Lisa Ricciardi

President, Chief Executive Officer and Director

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MADE AVAILABLE ON OR ABOUT APRIL 26, 2024.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Cognition Therapeutics, Inc., or the Annual Meeting, will be held on Friday, June 7, 2024, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only. We are holding the meeting for the purpose of considering and acting upon:

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The election of the two director nominees that are set forth in the attached 2024 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class III directors, whose term will expire in 2027;

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The ratification of the appointment of Ernst & Young LLP, or EY, as our independent registered public accounting firm for the 2024 fiscal year; and

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Any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2024 Annual Meeting of Stockholders, or the Notice.

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors

/s/ Jack A. Khattar

Jack A. Khattar

Chairman of the Board

April 26, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2024. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 26, 2024. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available to holders of our common stock at www.proxyvote.com. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the financial statements, please send your request to Cognition Therapeutics, Inc., 2500 Westchester Ave., Purchase, New York 10577, Attn: Chief Financial Officer.

SUMMARY INFORMATION

To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the 2023 Annual Report, in full.

2024 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Jack A. Khattar and Dr. Brett P. Monia as Class III directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at six members and is divided into three classes, each of which has a three-year term and consists of two directors.

The term of office of our Class III directors expires at the Annual Meeting. The Board has nominated Jack A. Khattar and Dr. Brett P. Monia for re-election at our Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The two nominees receiving the most “FOR” votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted “FOR” the election of Jack A. Khattar and Dr. Brett P. Monia. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

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CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE AND CLINICAL HIGHLIGHTS

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Completed follow-on public offering receiving gross proceeds of $13.2 million without any associated warrants or other investor incentives.

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Completed enrollment of 153 adults in the Phase 2 SHINE Study of CT1812 in mild-to-moderate Alzheimer’s disease; topline results expected mid-2024

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Continued enrollment in the Phase 2 SHIMMER Study in mild-to-moderate dementia with Lewy bodies (DLB); topline results expected in 2H2024

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Initiated site activation and recruitment in Phase 2 START Study in early Alzheimer’s disease and Phase 2 MAGNIFY Study in geographic atrophy secondary to dry AMD

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Completed Phase 2 SEQUEL Study; reported quantitative electroencephalogram (qEEG) results at Clinical Trials in Alzheimer’s Disease congress

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Published manuscripts that provide an extensive review of sigma-2 receptor biology in the International Journal of Molecular Science

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Published results from the Phase 1b SNAP Study of CT1812, which measured target engagement in the journal, Translational Neurodegeneration

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Presented extensive research at scientific and medical congresses from our proteomics research elucidating the pathways involved in sigma-2 receptor modulation in Alzheimer’s and Parkinson’s diseases and dry AMD

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Appointed John Doyle to the role of Chief Financial Officer

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