COGNITION THERAPEUTICS INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our President and Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, to allow for timely decisions regarding required disclosures, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. ​ Management’s Report on Internal Controls over Financial Reporting ​ Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting. Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. ​ Changes in Internal Control ​ There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ Inherent Limitations on Effectiveness of Controls ​ Our management, including our President and Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met and cannot detect all deviations. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the company have been detected. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ ​ 133 Table of Contents Item 9B. Other Information 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. ​ ​ Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. ​ 134 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this Item is incorporated herein by reference to the information that will be contained in our definitive proxy statement related to the 2026 Annual Meeting of Stockholders, or the Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of securities of the Company by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. In addition, with regard to the Company’s trading in our own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 14. Principal Accountant’s Fees and Services The information required by this Item is incorporated herein by reference to the information that will be contained in our Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ ​ 135 Table of Contents Part IV 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. ​ ​ 136 Table of Contents 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 ​ ​ 137 Table of Contents 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 Agreement SM , 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 138 Table of Contents 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). # Indicates a management contract or any compensatory plan, contract or arrangement. ​ ​ ​ ​ Item 16. Form 10-K Summary None. ​ 139 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2026. ​ ​ ​ ​ COGNITION THERAPEUTICS, INC. ​ ​ ​ By: /s/ Lisa Ricciardi ​ ​ Lisa Ricciardi ​ ​ Chief Executive Officer, President and Director ​ ​ (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 26, 2026 by the following persons on behalf of the registrant and in the capacities indicated: ​ ​ ​ ​ ​ ​ ​ ​ Signature ​ Title ​ Date ​ ​ ​ ​ ​ /s/ Lisa Ricciardi ​ Chief Executive Officer, President and Director ​ March 26, 2026 Lisa Ricciardi ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ John Doyle ​ Chief Financial Officer ​ March 26, 2026 John Doyle ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Jack A. Khattar ​ Director (Chairman of the Board) ​ March 26, 2026 Jack A. Khattar ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Aaron G. L. Fletcher, Ph.D. ​ Director ​ March 26, 2026 Aaron G. L. Fletcher, Ph.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Brett P. Monia, Ph.D. ​ Director ​ March 26, 2026 Brett P. Monia, Ph.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ellen B. Richstone ​ Director ​ March 26, 2026 Ellen B. Richstone ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Peggy Wallace ​ Director ​ March 26, 2026 Peggy Wallace ​ ​ ​ ​ ​ ​ 140