Item 9A. Controls and Procedures
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, 2023.
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.
139
Table of Contents
Item 9B. Other Information
Rule 10b5-1 Trading Plans
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:
Name and Title
Action
Date
Plan
Aggregate Number of securities to be sold
Plan Expiration Date
Aaron Fletcher , Director (1)
Adoption
December 29, 2023
Rule 10b5-1
2,000,000
March 28, 2025
(1) The plan was adopted by BIOS Equity Partners, LP. BIOS Capital Management, LP is the general partner of BIOS Equity Partners, LP. Bios Advisors GP, LLC, an entity controlled by Dr. Aaron Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to shares directly or indirectly held by the
BIOS Equity Partners LP.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
140
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 2024 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.
141
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, 2023 and 2022
119
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022
120
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022
121
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
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.
142
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.
8-K
001-40886
3.1
05/04/2023
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
10.1
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
S-1
333-257999
10.4
07/19/2021
10.4
First Amendment to Office Lease Agreement
S-1
333-257999
10.5
07/19/2021
10.5
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
10.6
Amended and Restated 2007 Equity Incentive Plan
S-1
333-257999
10.7
07/19/2021
10.7
Cognition Therapeutics, Inc. 2017 Equity Incentive Plan
S-1
333-257999
10.8
07/19/2021
10.8
Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan
S-1
333-257999
10.9
07/19/2021
10.9
Amendment to the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan
S-1
333-257999
10.10
07/19/2021
10.10
Cognition Therapeutics, Inc. 2021 Equity Incentive Plan
S-1/A
333-257999
10.11
10/04/2021
10.11
Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan
S-1/A
333-257999
10.12
10/04/2021
10.12
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
10.13
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
10.14
Employment Agreement, dated June 1, 2020, between Cognition Therapeutics, Inc. and Lisa Ricciardi
S-1
333-257999
10.15
07/19/2021
10.15
Employment Agreement, dated April 17, 2023, between Cognition Therapeutics, Inc. and John Doyle
8-K
001-40886
10.1
05/01/2023
10.16
Office Lease Agreement, dated August 31, 2022
S-1
333-268228
10.29
11/07/2022
10.17
Employee Restrictive Covenant Agreement
S-1/A
333-257999
10.21
07/29/2021
10.18
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
10.19
National Institute on Aging, Notice of Award, dated 08/14/2016
S-1
333-257999
10.24
07/19/2021
143
Table of Contents
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
10.20
National Institute on Aging, Notice of Award, dated 09/08/2018
S-1
333-257999
10.27
07/19/2021
10.21
National Institute on Aging, Notice of Award, dated 08/28/2020
S-1
333-257999
10.28
07/19/2021
10.22
National Institute on Aging, Notice of Award, dated 02/03/2021
S-1
333-257999
10.31
07/19/2021
10.23
National Institute on Aging, Notice of Award, dated 05/06/2021
S-1
333-257999
10.33
07/19/2021
10.24
National Institute on Aging, Notice of Award, dated 05/10/2021
S-1
333-257999
10.34
07/19/2021
10.25
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
10.26
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
10.27
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
10.28
Form of Performance Restricted Stock Unit Award Agreement
8-K
001-40886
10.1
02/20/2024
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
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
144
Table of Contents
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
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
Item 16. Form 10-K Summary
None.
145
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, 2024.
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, 2024 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, 2024
Lisa Ricciardi
(Principal Executive Officer)
/s/ John Doyle
Chief Financial Officer
March 26, 2024
John Doyle
(Principal Financial and Accounting Officer)
/s/ Jack A. Khattar
Director (Chairman of the Board)
March 26, 2024
Jack A. Khattar
/s/ Aaron G. L. Fletcher, Ph.D.
Director
March 26, 2024
Aaron G. L. Fletcher, Ph.D.
/s/ Brett P. Monia, Ph.D.
Director
March 26, 2024
Brett P. Monia, Ph.D.
/s/ Ellen B. Richstone
Director
March 26, 2024
Ellen B. Richstone
/s/ Peggy Wallace
Director
March 26, 2024
Peggy Wallace
146