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    Cognition Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/20/25 4:01:35 PM ET
    $CGTX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CGTX alert in real time by email
    false 0001455365 0001455365 2025-06-18 2025-06-18 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 18, 2025

     

    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 18, 2025, Cognition Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was conducted virtually, and 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, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 28, 2025. 

      

    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 2028 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  8,566,458  2,590,981  22,760,336
    Ellen B. Richstone  8,686,877  2,470,562  22,760,336

     

    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 2025 fiscal year was ratified, as follows:

     

    For   Against   Abstentions   Broker Non-Votes
    33,457,921   327,242   132,612   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 20, 2025    
      By: /s/ Lisa Ricciardi
      Name: Lisa Ricciardi
      Title: President and Chief Executive Officer

     

     

     

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