Other Information
+Added: In connection with the effectiveness of new SEC rules regarding universal proxy cards and a periodic review of our Amended and Restated Bylaws, our Board approved and adopted the Second Amended and Restated Bylaws, or the Amended Bylaws, effective May 2, 2023.
+Added: The amendments address matters relating to Rule 14a-19 under the Exchange Act, or the Universal Proxy Rules, providing, among other things, that:
+Added: ● a stockholder delivering a notice of nomination must include a representation that it intends to solicit proxies from stockholders representing at least 67% of the voting power of shares entitled to vote on the election of directors;
+Added: ● a stockholder delivering a notice of nomination must certify to the Company in writing that it has complied with the Universal Proxy Rules requirements;
+Added: ● the Company may disqualify a stockholder’s nomination if such stockholder fails to satisfy the Universal Proxy Rules requirements;
+Added: ● a stockholder providing notice pursuant to the Company’s advance notice bylaws must inform the Company if the stockholder no longer plans to solicit proxies in accordance with the Universal Proxy Rules;
+Added: ● the stockholder must use a proxy card color other than white, which is reserved for the exclusive use of the Board.
+Added: The foregoing description is hereby qualified in its entirety by the text of the Second Amended and Restated Bylaws, which has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Incorporated by Reference
Exhibit Description
−Removed: Office Lease Agreement, dated August 31, 2022
+Added: Second Amended and Restated Bylaws of Cognition Therapeutics, Inc.
+Added: Purchase Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc.
+Added: and Lincoln Park Capital Fund, LLC
+Added: Registration Rights Agreement, dated as of March 10, 2023, by and between Cognition Therapeutics, Inc.
+Added: and Lincoln Park Capital Fund, LLC
+Added: Employment Agreement, dated April 17, 2023, between Cognition Therapeutics, Inc.
+Added: and John Doyle
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.
15 unchanged sentences
Cognition Therapeutics, Inc.
−Removed: November 14, 2022
/s/ Lisa Ricciardi
Lisa Ricciardi
−Removed: Chief Executive Officer
+Added: Chief Executive Officer, President and Director
(Principal Executive Officer)
−Removed: November 14, 2022
/s/ Andrew Einhorn
Andrew Einhorn
−Removed: Interim Chief Financial Officer
−Removed: (Principal Financial Officer)
+Added: Interim Chief Financial and Accounting Officer
+Added: (Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.