COGNITION THERAPEUTICS INC
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 26, 2026
CGTX$0.67-3.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
Index to Consolidated Financial Statements
| | ||
|---|---|---|
| | | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 42) | | 110 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | | 111 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 | | 112 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 | | 113 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | | 114 |
| Notes to Consolidated Financial Statements | | 115 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Exhibit · Incorporated by Reference · Filed | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | ||||||||||||
| 3.1 | | Third Amended and Restated Certificate of Incorporation of Cognition Therapeutics, Inc. | | 8-K | | 001-40886 | | 3.1 | | 10/14/2021 | | |
| 3.2 | | Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. | | 10-Q | | 001-40886 | | 3.1 | | 05/04/2023 | | |
| 3.3 | | Amendment to the Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. | | 10-K | | 001-40886 | | 3.3 | | 03/20/2025 | | |
| 4.1 | | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | | | | | | | | | X |
| 4.4 | | Form of Indenture | | S-3 | | 333-268992 | | 4.4 | | 12/23/2022 | | |
| 4.5 | | Form of Placement Agent Warrant | | 8-K | | 001-40886 | | 4.1 | | 8/28/2025 | | |
| 10.1 | | Third Amended and Restated Investors’ Rights Agreement | | S-1 | | 333-257999 | | 10.2 | | 07/19/2021 | | |
| 10.2 | | First Amendment to Third Amended and Restated Investors’ Rights Agreement | | S-1 | | 333-257999 | | 10.3 | | 07/19/2021 | | |
| 10.3 | | Office Lease Agreement between RJ Equities LP and Cognition Therapeutics, Inc., dated July 1, 2017, as amended | | 10-K | | 001-40886 | | 10.3 | | 03/20/2025 | | |
| 10.4 | | Lease Agreement between 2500/2700 Westchester Avenue Owner SPE LLC and Cognition Therapeutics, Inc., dated July 1, 2021 | | S-1 | | 333-257999 | | 10.6 | | 07/19/2021 | | |
| 10.5# | | Amended and Restated 2007 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.7 | | 07/19/2021 | | |
| 10.6# | | Cognition Therapeutics, Inc. 2017 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.8 | | 07/19/2021 | | |
| 10.7# | | Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.9 | | 07/19/2021 | | |
| 10.8# | | Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.10 | | 07/19/2021 | | |
| 10.9# | | Cognition Therapeutics, Inc. 2021 Equity Incentive Plan | | S-1/A | | 333-257999 | | 10.11 | | 10/04/2021 | | |
| 10.10# | | Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan | | S-1/A | | 333-257999 | | 10.12 | | 10/04/2021 | | |
| 10.11# | | Form of Restricted Stock Unit Grant Notice and Award Agreement under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.13 | | 07/19/2021 | | |
| 10.12# | | Form of Stock Option Grant Notice and Award Agreement under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan | | S-1 | | 333-257999 | | 10.14 | | 07/19/2021 | | |
| 10.13# | | Employment Agreement, dated June 1, 2020, between Cognition Therapeutics, Inc. and Lisa Ricciardi | | S-1 | | 333-257999 | | 10.15 | | 07/19/2021 | | |
| 10.14# | | Employment Agreement, dated April 17, 2023, between Cognition Therapeutics, Inc. and John Doyle | | 8-K | | 001-40886 | | 10.1 | | 05/01/2023 | | |
| 10.15# | | Employee Restrictive Covenant Agreement | | S-1/A | | 333-257999 | | 10.21 | | 07/29/2021 | | |
| 10.16# | | Board of Directors of Cognition Therapeutics, Inc. Nomination Letter of Mr. Brett Monia, Ph.D. | | S-1/A | | 333-257999 | | 10.23 | | 07/29/2021 | | |
| 10.17 | | National Institute on Aging, Notice of Award, dated 08/14/2016 | | S-1 | | 333-257999 | | 10.24 | | 07/19/2021 | | |
| Exhibit · Incorporated by Reference · Filed | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | ||||||||||||
| 10.18 | | National Institute on Aging, Notice of Award, dated 09/08/2018 | | S-1 | | 333-257999 | | 10.27 | | 07/19/2021 | | |
| 10.19 | | National Institute on Aging, Notice of Award, dated 08/28/2020 | | S-1 | | 333-257999 | | 10.28 | | 07/19/2021 | | |
| 10.20 | | National Institute on Aging, Notice of Award, dated 02/03/2021 | | S-1 | | 333-257999 | | 10.31 | | 07/19/2021 | | |
| 10.21 | | National Institute on Aging, Notice of Award, dated 05/06/2021 | | S-1 | | 333-257999 | | 10.33 | | 07/19/2021 | | |
| 10.22 | | National Institute on Aging, Notice of Award, dated 05/10/2021 | | S-1 | | 333-257999 | | 10.34 | | 07/19/2021 | | |
| 10.23 | | Open Market Sale AgreementSM, dated December 19, 2025, by and among the registrant and Jefferies LLC. | | S-3 | | 333-292240 | | 1.2 | | 12/18/2025 | | |
| 10.24 | | Purchase Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc. and Lincoln Park Capital Fund, LLC | | 8-K | | 001-40886 | | 10.1 | | 03/10/2023 | | |
| 10.25 | | Form of Performance Restricted Stock Unit Award Agreement | | 8-K | | 001-40886 | | 10.1 | | 02/20/2024 | | |
| 19.1** | | Cognition Therapeutics, Inc.’s Insider Trading Policy | | 10-K | | 001-40886 | | 19.1 | | 3/20/2025 | | |
| 21.1 | | Subsidiaries of Cognition Therapeutics, Inc. | | | | | | | | | | X |
| 23.1 | | Consent of Ernst & Young LLP, independent registered public accountant | | | | | | | | | | X |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 31.2 | Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 97.1 | | Cognition Therapeutics, Inc.’s Compensation Recovery Policy | | 10-K | | 001-40886 | | 97.1 | | 03/26/2024 | | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
| Exhibit | Incorporated by Reference | Filed | ||||||||||
| Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | ||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | | | | | | | | | | X |
- This certification is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
**Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
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