16 unchanged sentences
Other Information
+Added: Amended and Restated Bylaws
+Added: 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.
+Added: 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.
+Added: 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
−Removed: 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:
−Removed: Name and Title
−Removed: Aggregate Number of securities to be sold
−Removed: Plan Expiration Date
−Removed: Aaron Fletcher , Director (1)
−Removed: December 29, 2023
−Removed: March 28, 2025
−Removed: (1) The plan was adopted by BIOS Equity Partners, LP.
−Removed: BIOS Capital Management, LP is the general partner of BIOS Equity Partners, LP.
−Removed: Bios Advisors GP, LLC, an entity controlled by Dr.
−Removed: Aaron Fletcher, is the general partner of Bios Management.
−Removed: As the manager of Bios Advisors, Dr.
−Removed: Fletcher may be deemed to have shared voting and/or dispositive power with respect to shares directly or indirectly held by the
−Removed: BIOS Equity Partners LP.
+Added: 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.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
2 unchanged sentences
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 2025 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
Executive Compensation
24 unchanged sentences
Second Amended and Restated Bylaws of Cognition Therapeutics, Inc.
+Added: Amendment to the 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
2 unchanged sentences
First Amendment to Third Amended and Restated Investors’ Rights Agreement
−Removed: Office Lease Agreement between RJ Equities LP and Cognition Therapeutics, Inc., dated July 1, 2017
−Removed: First Amendment to Office Lease Agreement
+Added: Office Lease Agreement between RJ Equities LP and Cognition Therapeutics, Inc., dated July 1, 2017, as amended
Lease Agreement between 2500/2700 Westchester Avenue Owner SPE LLC and Cognition Therapeutics, Inc., dated July 1, 2021
18 unchanged sentences
and John Doyle
−Removed: Office Lease Agreement, dated August 31, 2022
Employee Restrictive Covenant Agreement
17 unchanged sentences
Form of Performance Restricted Stock Unit Award Agreement
+Added: Cognition Therapeutics, Inc.’s Insider Trading Policy
Subsidiaries of Cognition Therapeutics, Inc.
8 unchanged sentences
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.
−Removed: Inline XBRL Taxonomy Extension Schema Document
Incorporated by Reference
Exhibit Description
+Added: Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
3 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
+Added: * 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.
+Added: 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.
+Added: **Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: # Indicates a management contract or any compensatory plan, contract or arrangement.
Form 10-K Summary
26 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.