UNITED
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| 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
| Exhibit No. |
Document | |
| 10.1 | Form of Performance Restricted Stock Unit Award Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||