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): February 15, 2024
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 Ave.
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 15, 2024, the Board of Directors of Cognition Therapeutics, Inc. (the “Company”), based upon the recommendation of the Compensation Committee, granted certain Performance Restricted Stock Units (“PSUs”) to employees and officers of the Company, including (i) Lisa Ricciardi, the Company’s Chief Executive Officer, (ii) John Doyle, the Company’s Chief Financial Officer, and (iii) Anthony Caggiano, the Company’s Chief Medical Officer. Ms. Ricciardi was awarded 150,000 PSUs, Mr. Doyle was awarded 60,000 PSUs and Dr. Caggiano was awarded 130,000 PSUs. The PSUs will vest in two equal installments, in each case, upon the one year anniversary of the achievement of certain clinical milestones.
The foregoing description of the PSUs does not purport to be complete and is subject to, and qualified in its entirety by, the form of Performance Restricted Stock Unit Award Agreement, which is filed and attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are being filed herewith:
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 20, 2024
| | COGNITION THERAPEUTICS, INC. |
| | | |
| | By: | /s/ Lisa Ricciardi |
| | | Name: Lisa Ricciardi |
| | | Title: President and Chief Executive Officer |
