COGNITION THERAPEUTICS INC

Amended and Restated Bylaws

On March 19, 2025, our Board of Directors approved an amendment (the “Bylaws Amendment”) to the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Bylaws Amendment amended Section 1.5 of ARTICLE I of the Bylaws to reduce the quorum requirement for all meetings of stockholders from a majority of the voting power of our outstanding shares of common stock entitled to vote generally in the election of directors to one third of the voting power of our outstanding shares of common stock entitled to vote generally in the election of directors.

The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 3.3.

Rule 10b5-1 Trading Plans

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10 b 5-1 trading plan or arrangement or a non-Rule 10 b 5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report.