8-K

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2024

CognitionTherapeutics, Inc.

****(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On May 7, 2024, Cognition Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(d) Exhibits

The following exhibits are being furnished herewith:

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.

Date: May 7, 2024

Exhibit 99.1

Cognition TherapeuticsReports Financial Results for the First Quarter 2024 and Provides Business Update

- Topline Results from SHINE Study in Mild-to-ModerateAlzheimer’s Expected Mid-2024 -

- SHIMMER Study in Dementia with Lewy BodiesCompleted Enrollment of 130 Participants -

Purchase, NY – May 7, 2024 – Cognition Therapeutics, Inc. (Nasdaq: CGTX), a clinical stage company developing product candidates that treat neurodegenerative disorders, (the “Company” or “Cognition”), today reported financial results for the first quarter ended March 31, 2024, and provided a business update.

“During the first few months of 2024, we completed enrollment of 130 adults with mild-to-moderate dementia with Lewy bodies (DLB) in the Phase 2 SHIMMER study, exceeding our target. In addition, we are preparing for the analysis of topline results from the Phase 2 SHINE study in mild-to-moderate Alzheimer’s disease,” said Lisa Ricciardi, Cognition’s president and CEO. “We will report topline SHINE results in a press release once they become available and plan to make further presentations during the 2024 Alzheimer’s Association International Conference.”

Business and Corporate Highlights

First Quarter 2024 Financial Results

Cash and cash equivalents as of March 31, 2024 were approximately $34.7 million and total grant funds remaining from the NIA were $62.3 million. Cash and cash equivalents includes net proceeds of approximately $11.9 million from the March 2024 underwritten follow-on public offering of 7,557,142 shares of common stock. The Company estimates that it has sufficient cash to fund operations and capital expenditures through the second quarter of 2025.

Research and development expenses were $10.6 million for the quarter ended March 31, 2024, compared to $5.4 million for the comparable period in 2023. The increase was primarily related to higher costs associated with advancing our clinical programs, including Phase 2 trial activities with contract research organizations, personnel, and manufacturing cost.

General and administrative expenses were $3.5 million for the quarter ended March 31, 2024, compared to $3.5 million for the comparable period in 2023. The fluctuation of general and administrative expenses was insignificant period over period.

The Company reported a net loss of $9.2 million, or $(0.27) per basic and diluted share for the first quarter ended March 31, 2024, compared to a net loss of $6.2 million, or $(0.21) per basic and diluted share for the same period in 2023.

Cognition Therapeutics, Inc.

www.cogrx.com

About Cognition Therapeutics:

Cognition Therapeutics, Inc. is a clinical-stage biopharmaceutical company engaged in the discovery and development of innovative, small molecule therapeutics targeting age-related degenerative disorders of the central nervous system and retina. We are currently investigating our lead candidate CT1812 in clinical programs in Alzheimer’s disease, dementia with Lewy bodies (DLB) and dry age-related macular degeneration (dry AMD). We believe CT1812 and our pipeline of σ-2 receptor modulators can regulate pathways that are impaired in these diseases. We believe that targeting the σ-2 receptor with CT1812 represents a mechanism functionally distinct from other current approaches in clinical development for the treatment of degenerative diseases. More about Cognition Therapeutics and its pipeline can be found at https://cogrx.com/.

Forward-Looking Statements

This press release contains forward-lookingstatements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this press release,other than statements of historical facts or statements that relate to present facts or current conditions, are forward-looking statements.These statements, including statements relating to the timing and expected results of our clinical trials, upcoming presentations on ourclinical trials, and cash runway, involve known and unknown risks, uncertainties and other important factors that may cause our actualresults, performance, or achievements to be materially different from any future results, performance, or achievements expressed or impliedby the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “forecast,” “potential” or “continue” or the negativeof these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projectionsabout future events and financial trends that we believe may affect our business, financial condition, and results of operations. Theseforward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions,some of which cannot be predicted or quantified and some of which are beyond our control. Factors that may cause actual results to differmaterially from current expectations include, but are not limited to: competition; our ability to secure new (and retain existing) grantfunding; our ability to grow and manage growth, maintain relationships with suppliers and retain our management and key employees; ourability to successfully advance our current and future product candidates through development activities, preclinical studies and clinicaltrials and costs related thereto; uncertainties inherent in the results of preliminary data and pre-clinical studies being predictiveof the results of clinical trials; the timing, scope and likelihood of regulatory filings and approvals, including regulatory approvalof our product candidates; changes in applicable laws or regulations; the possibility that the we may be adversely affected by other economic,business or competitive factors, including ongoing economic uncertainty; our estimates of expenses and profitability; the evolution ofthe markets in which we compete; our ability to implement our strategic initiatives and continue to innovate our existing products; ourability to defend our intellectual property; the impacts of ongoing global and regional conflicts; the impact of the COVID-19 pandemicon our business, supply chain and labor force; and the risks and uncertainties described in the “Risk Factors” section ofour annual and quarterly reports filed the Securities Exchange Commission. These risks are not exhaustive and we face both knownand unknown risks. You should not rely on these forward-looking statements as predictions of future events. The events and circumstancesreflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projectedin the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emergefrom time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as requiredby applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result ofany new information, future events, changed circumstances or otherwise.

Cognition Therapeutics, Inc.

www.cogrx.com

Cognition Therapeutics, Inc.

Unaudited Selected Financial Data

Cognition Therapeutics, Inc.

www.cogrx.com