Current Report Filing (8-k)
June 13 2022 - 05:08PM
Edgar (US Regulatory)
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2022-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June
10, 2022
Cognition Therapeutics, Inc.
(Exact name
of registrant as specified in its charter)
|
Delaware |
|
001-40886 |
|
13-4365359 |
(State or other
jurisdiction of
incorporation or organization) |
|
(Primary Standard
Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
2500 Westchester Avenue
Purchase,
NY |
|
10577 |
| (Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (412)
481-2210
Not
Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
|
¨ |
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
|
|
|
|
¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
|
|
|
|
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of
Each Class |
|
Trading
Symbol |
|
Name of
Exchange on Which
Registered |
Common Stock, par value $0.001
per share |
|
CGTX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On June 10, 2022, Cognition Therapeutics, Inc. (the “Company”) held
its Annual Meeting of Stockholders (the “Annual Meeting”). The following
is a brief description of the final voting results for each of the
proposals submitted to a vote of the stockholders at the Annual
Meeting.
Proposal 1 – Election of Class I Directors. Each of Peggy
Wallace and Ellen B. Richstone were elected to the Board of
Directors as Class I directors to serve until the Company’s 2025
Annual Meeting of Stockholders and until their successors, if any,
are elected or appointed, or their earlier death, resignation,
retirement, disqualification or removal as follows:
|
Name |
|
For |
|
Withheld |
|
Broker Non-Votes |
| Peggy Wallace |
|
9,933,410 |
|
386,494 |
|
2,894,756 |
| Ellen B. Richstone |
|
10,242,608 |
|
77,296 |
|
2,894,756 |
Proposal 2 – Ratification of Independent Registered Public
Accountants. The appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the
2022 fiscal year was ratified, as follows:
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 13,202,020 |
|
9,545 |
|
3,095 |
|
0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| |
COGNITION THERAPEUTICS,
INC. |
| Date: June 13,
2022 |
|
|
| |
By: |
/s/ Lisa Ricciardi |
| |
Name: |
Lisa Ricciardi |
| |
Title: |
President and Chief Executive
Officer |
Cognition Therapeutics (NASDAQ:CGTX)
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