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Washington, DC 20549




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
(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
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







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.




Date: June 13, 2022    
  By: /s/ Lisa Ricciardi
  Name: Lisa Ricciardi
  Title: President and Chief Executive Officer




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