0001062993-24-003649.txt : 20240220 0001062993-24-003649.hdr.sgml : 20240220 20240220161322 ACCESSION NUMBER: 0001062993-24-003649 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240215 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caggiano Anthony CENTRAL INDEX KEY: 0001892981 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40886 FILM NUMBER: 24653437 MAIL ADDRESS: STREET 1: C/O COGNITION THERAPEUTICS, INC. STREET 2: 2500 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGNITION THERAPEUTICS INC CENTRAL INDEX KEY: 0001455365 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2403 SIDNEY STREET STREET 2: SUITE 261 CITY: PITTSBURGH STATE: PA ZIP: 15203 BUSINESS PHONE: 412-481-2210 MAIL ADDRESS: STREET 1: 2500 WESTCHESTER AVE CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: COGNITION THERAPUTICS INC DATE OF NAME CHANGE: 20090204 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-02-15 0001455365 COGNITION THERAPEUTICS INC CGTX 0001892981 Caggiano Anthony C/O COGNITION THERAPEUTICS INC 2403 SIDNEY STREET, SUITE 261 PITTSBURGH PA 15203 0 1 0 0 Chief Medical Officer 0 Common Stock 2024-02-15 4 A 0 60000 0.00 A 141629 D Stock Option (Right to Buy) 1.98 2024-02-15 4 A 0 60000 0.00 A 2034-02-15 Common Stock 60000 60000 D Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The option vests 25% on February 15, 2025, with the remaining 75% vesting in 36 equal monthly installments, subject to the Reporting Person's continued service through the applicable vesting dates. Exhibit 24 - Power of Attorney /s/ Lisa Ricciardi, Attorney-in-Fact 2024-02-20 EX-24.1 2 exhibit24-1.txt POA POWER OF ATTORNEY Know by all these presents, that the undersigned hereby constitutes and appoints each of Lisa Ricciardi and John Doyle, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cognition Therapeutics, Inc. (the "Company"), Forms 3, 4, and 5, and any amendments or supplements to such Forms, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, and 5, or amendments or supplements thereto, and timely file such Forms, amendments and supplements with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which,in the opinion of such attorney-in-fact, may be in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve. The undersigned hereby grants to the attorney-in-fact full power and authority to take any action whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute, shall lawfully do or cause to be done by virtue of this Power of Attorney. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or the rules thereunder. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or the Company. By executing this Power of Attorney, the undersigned hereby revokes all prior powers of attorney executed by the undersigned with respect to the execution of Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 16, 2024. /s/ Anthony Caggiano Signature Anthony Caggiano Print Name