COGNITION THERAPEUTICS INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our President and Chief Executive Officer and our Interim 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 Interim 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 Interim 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, 2022. ​ 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 Interim 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. ​ ​ Item 9B. Other Information None. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 141 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 2023 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. 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. ​ ​ 142 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) ​ 118 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2022 and 2021 ​ 119 ​ ​ ​ Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021 ​ 120 ​ ​ ​ Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the years ended December 31, 2022 and 2021 ​ 121 ​ ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 ​ 122 ​ ​ ​ Notes to Consolidated Financial Statements ​ 123 ​ ​ (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. ​ ​ 143 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 ​ Amended and Restated Bylaws of Cognition Therapeutics, Inc. ​ 8-K ​ 001-40886 ​ 3.2 ​ 10/14/2021 ​ ​ 4.1 ​ Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ​ 10-K ​ 001-40886 ​ 4.1 ​ 3/30/2022 ​ ​ 4.4 ​ Form of Indenture ​ S-3 ​ 333-268992 ​ 4.4 ​ 12/23/2022 ​ ​ 10.2 ​ Third Amended and Restated Investors’ Rights Agreement ​ S-1 ​ 333-257999 ​ 10.2 ​ 07/19/2021 ​ ​ 10.3 ​ First Amendment to Third Amended and Restated Investors’ Rights Agreement ​ S-1 ​ 333-257999 ​ 10.3 ​ 07/19/2021 ​ ​ 10.4 ​ Office Lease Agreement between RJ Equities LP and Cognition Therapeutics, Inc., dated July 1, 2017 ​ S-1 ​ 333-257999 ​ 10.4 ​ 07/19/2021 ​ ​ 10.5 ​ First Amendment to Office Lease Agreement ​ S-1 ​ 333-257999 ​ 10.5 ​ 07/19/2021 ​ ​ 10.6 ​ 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 ​ ​ 10.7 ​ Amended and Restated 2007 Equity Incentive Plan ​ S-1 ​ 333-257999 ​ 10.7 ​ 07/19/2021 ​ ​ 10.8 ​ Cognition Therapeutics, Inc. 2017 Equity Incentive Plan ​ S-1 ​ 333-257999 ​ 10.8 ​ 07/19/2021 ​ ​ 10.9 ​ Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan ​ S-1 ​ 333-257999 ​ 10.9 ​ 07/19/2021 ​ ​ 10.10 ​ Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan ​ S-1 ​ 333-257999 ​ 10.10 ​ 07/19/2021 ​ ​ 10.11 ​ Cognition Therapeutics, Inc. 2021 Equity Incentive Plan ​ S-1/A ​ 333-257999 ​ 10.11 ​ 10/04/2021 ​ ​ 10.12 ​ Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan ​ S-1/A ​ 333-257999 ​ 10.12 ​ 10/04/2021 ​ ​ 10.13 ​ 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 ​ ​ 10.14 ​ 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 ​ ​ 10.15 ​ Employment Agreement, dated June 1, 2020, between Cognition Therapeutics, Inc. and Lisa Ricciardi ​ S-1 ​ 333-257999 ​ 10.15 ​ 07/19/2021 ​ ​ 10.16 ​ Employment Agreement, dated June 1, 2020, between Cognition Therapeutics, Inc. and Lisa Ricciardi ​ S-1/A ​ 333-257999 ​ 10.16 ​ 07/29/2021 ​ ​ 10.17 ​ Office Lease Agreement, dated August 31, 2022 ​ S-1 ​ 333-268228 ​ 10.29 ​ 11/07/2022 ​ ​ 10.21 ​ Employee Restrictive Covenant Agreement ​ S-1/A ​ 333-257999 ​ 10.21 ​ 07/29/2021 ​ ​ 10.23 ​ 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 ​ ​ 10.24 ​ National Institute on Aging, Notice of Award, dated 08/14/2016 ​ S-1 ​ 333-257999 ​ 10.24 ​ 07/19/2021 ​ ​ 144 Table of Contents Exhibit Incorporated by Reference Filed Number Exhibit Description Form File No. Exhibit Filing Date Herewith 10.27 ​ National Institute on Aging, Notice of Award, dated 09/08/2018 ​ S-1 ​ 333-257999 ​ 10.27 ​ 07/19/2021 ​ ​ 10.28 ​ National Institute on Aging, Notice of Award, dated 08/28/2020 ​ S-1 ​ 333-257999 ​ 10.28 ​ 07/19/2021 ​ ​ 10.31 ​ National Institute on Aging, Notice of Award, dated 02/03/2021 ​ S-1 ​ 333-257999 ​ 10.31 ​ 07/19/2021 ​ ​ 10.33 ​ National Institute on Aging, Notice of Award, dated 05/06/2021 ​ S-1 ​ 333-257999 ​ 10.33 ​ 07/19/2021 ​ ​ 10.34 ​ National Institute on Aging, Notice of Award, dated 05/10/2021 ​ S-1 ​ 333-257999 ​ 10.34 ​ 07/19/2021 ​ ​ 10.35 ​ Controlled Equity Offering SM Sales Agreement, dated December 23, 2022, by and among the registrant, Cantor Fitzgerald & Co. and B. Riley Securities, Inc. ​ S-3 ​ 333-268992 ​ 1.2 ​ 12/23/2022 ​ ​ 10.36 ​ 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 ​ ​ 10.37 ​ Registration Rights Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc. and Lincoln Park Capital Fund, LLC ​ 8-K ​ 001-40886 ​ 10.2 ​ 03/10/2023 ​ ​ 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 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 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 145 Table of Contents Exhibit Incorporated by Reference Filed Number Exhibit Description Form File No. Exhibit Filing Date Herewith 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 ​ ​ ​ Item 16. Form 10-K Summary None. 146 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 23, 2023. ​ ​ ​ ​ 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 23, 2023 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 23, 2023 Lisa Ricciardi ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Andrew Einhorn ​ Interim Chief Financial Officer ​ March 23, 2023 Andrew Einhorn ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Jack A. Khattar ​ Director (Chairman of the Board) ​ March 23, 2023 Jack A. Khattar ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Aaron G. L. Fletcher, Ph.D. ​ Director ​ March 23, 2023 Aaron G. L. Fletcher, Ph.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Brett P. Monia, Ph.D. ​ Director ​ March 23, 2023 Brett P. Monia, Ph.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ellen B. Richstone ​ Director ​ March 23, 2023 Ellen B. Richstone ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Peggy Wallace ​ Director ​ March 23, 2023 Peggy Wallace ​ ​ ​ ​ ​ ​ 147