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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): March 15, 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 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 7.01 Regulation FD Disclosure.

 

Attached as Exhibits 99.1 and 99.2 and furnished for purposes of Regulation FD are poster presentations that Cognition Therapeutics, Inc. may use from time to time in presentations or discussions with investors, analysts, and other parties.

 

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being furnished herewith:

 

Exhibit
No.
  Document
99.1   Poster titled “Experimental Therapeutic CT1812 Demonstrates Target Engagement in a Phase 1b Clinical Trial in Alzheimer's Patients to Measure Displacement of Abeta Oligomers into CSF,” dated March 15, 2022
     
99.2   Poster titled “Proteomic Analysis of CSF in a Phase 2 Clinical Trial in Alzheimer's Patients to Identify Pharmacodynamic Biomarkers of the S2R Modulator, CT1812,” dated March 15, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: March 15, 2022    
  By: /s/ Lisa Ricciardi
  Name: Lisa Ricciardi
  Title: President and Chief Executive Officer