COGNITION THERAPEUTICS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 18, 2025

April 28, 2025

Dear Stockholder:

We are pleased to invite you to attend Cognition Therapeutics, Inc.’s 2025 Annual Meeting of Stockholders, or the Annual Meeting, which will be held at 9:00 a.m., Eastern Time, on Wednesday, June 18, 2025. 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/CGTX2025.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders, or the Notice, and 2025 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 28, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Cognition Therapeutics, Inc., or the Annual Meeting, will be held on Wednesday, June 18, 2025, 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 2025 Annual Meeting Proxy Statement, or the Proxy Statement, to serve as Class I directors, whose term will expire in 2028;

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The ratification of the appointment of Ernst & Young LLP, or EY, as our independent registered public accounting firm for the 2025 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 2025 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

Jack A. Khattar

Chairman of the Board

April 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 18, 2025. This Proxy Statement and the proxy card are being furnished to our stockholders on or about April 28, 2025. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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, 2024, including the financial statements, please send your request to Cognition Therapeutics, Inc., 2500 Westchester Ave., Purchase, New York 10577, Attn: Chief Financial Officer.

TABLE OF CONTENTS​

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, 2024, or the 2024 Annual Report, in full.

2025 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominees

You are being asked to vote on the election of Peggy Wallace and Ellen B. Richstone as Class I directors, each to serve for a three-year term expiring at our 2028 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 I directors expires at the Annual Meeting. The Board has nominated Peggy Wallace and Ellen B. Richstone for re-election at our Annual Meeting to serve until the 2028 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 Peggy Wallace and Ellen B. Richstone. 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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Phase 2 results from SHIMMER study in DLB showed strong clinical results — up to 91% slowing compared to placebo — across measures of behavior, function, cognition and movement after 6 months of zervimesine treatment; results reported at Lewy Body Dementia Conference in January 2025.

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Phase 2 SHINE study in Alzheimer’s disease showed a near-total preservation of cognition (via ADAS-Cog11 and MMSE scales) in a population of zervimesine-treated Alzheimer’s patients who had lower p-tau217 levels; results reported at the 2024 Alzheimer’s Association International Conference.

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Reported a positive outcome of a masked analysis, referred to as a “futility analysis,” of the Phase 2 MAGNIFY study of zervimesine in patients with geographic atrophy secondary to dry age-related macular degeneration (dry AMD). Along with published preclinical results, this supports the utility of zervimesine in the treatment of dry AMD.

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Developed a novel chemical process for the manufacture of zervimesine as part of the Company’s Phase 3 readiness plan. Provisional patent applications covering this chemical process have been filed.

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Published six manuscripts in 2024, including final clinical results from the COG0202 SEQUEL study, which measured the impact of zervimesine treatment on synaptic activity through quantitative EEG.

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Conducted 12 presentations in 2024 at six scientific and medical congresses including a podium presentation of results from the Phase 2 COG0201 SHINE of zervimesine in mild-to-moderate Alzheimer’s patients at the Clinical Trials on Alzheimer’s Disease (CTAD) meeting.

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In January 2025, we made the strategic decision to voluntarily conclude the Phase 2 MAGNIFY (COG2201) study to focus resources on our ongoing programs in Alzheimer’s and DLB. The early conclusion of MAGNIFY was not the result of any safety concerns. This pipeline prioritization has resulted in cost savings that are expected to extend the company’s cash runway.

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Phase 2 SHINE biomarker results presented at the AD/PD 2025 Alzheimer’s and Parkinson’s Diseases Conference in April 2025.

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