1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
−Removed: 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.
+Added: 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.
3 unchanged sentences
Inherent Limitations on Effectiveness of Controls
−Removed: 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.
+Added: 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.
2 unchanged sentences
Other Information
+Added: Rule 10b5-1 Trading Plans
+Added: During the three months ended December 31, 2023, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10 b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K:
+Added: Name and Title
+Added: Aggregate Number of securities to be sold
+Added: Plan Expiration Date
+Added: Aaron Fletcher , Director (1)
+Added: December 29, 2023
+Added: March 28, 2025
+Added: (1) The plan was adopted by BIOS Equity Partners, LP.
+Added: BIOS Capital Management, LP is the general partner of BIOS Equity Partners, LP.
+Added: Bios Advisors GP, LLC, an entity controlled by Dr.
+Added: Aaron Fletcher, is the general partner of Bios Management.
+Added: As the manager of Bios Advisors, Dr.
+Added: Fletcher may be deemed to have shared voting and/or dispositive power with respect to shares directly or indirectly held by the
+Added: BIOS Equity Partners LP.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
16 unchanged sentences
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the years ended December 31, 2022 and 2021
+Added: Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
8 unchanged sentences
Third Amended and Restated Certificate of Incorporation of Cognition Therapeutics, Inc.
−Removed: Amended and Restated Bylaws of Cognition Therapeutics, Inc.
+Added: Second Amended and Restated Bylaws of Cognition Therapeutics, Inc.
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
22 unchanged sentences
and Lisa Ricciardi
−Removed: Employment Agreement, dated June 1, 2020, between Cognition Therapeutics, Inc.
−Removed: and Lisa Ricciardi
+Added: Employment Agreement, dated April 17, 2023, between Cognition Therapeutics, Inc.
+Added: and John Doyle
Office Lease Agreement, dated August 31, 2022
17 unchanged sentences
and Lincoln Park Capital Fund, LLC
+Added: Form of Performance Restricted Stock Unit Award Agreement
Subsidiaries of Cognition Therapeutics, Inc.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Cognition Therapeutics, Inc.’s Compensation Recovery Policy
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.
Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
Incorporated by Reference
Exhibit Description
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
14 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Andrew Einhorn
−Removed: Interim Chief Financial Officer
+Added: /s/ John Doyle
+Added: Chief Financial Officer
March 26, 2024
−Removed: Andrew Einhorn
(Principal Financial and Accounting Officer)
10 unchanged sentences
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.