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Delaware
(State or other jurisdiction of
incorporation or organization) |
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13-4365359
(I.R.S. Employer
Identification No.) |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 7 | | | |
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| | | | | 16 | | | |
| | | | | 18 | | | |
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| | | | | 19 | | | |
| | | | | 20 | | |
Shares of Common Stock
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Beneficial Ownership
of Common Stock Prior to the Offering |
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Common
Stock Saleable Pursuant to this Prospectus |
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Beneficial Ownership of
Common Stock After the Offering |
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Name
|
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Number
of shares |
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Percentage
Ownership(1) |
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Number
of Shares |
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Percentage
Ownership(1) |
| ||||||||||||||||||
Entities affiliated with BIOS Capital Management, LP(2)
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| | | | 6,016,600 | | | | | | 18.71% | | | | | | 6,030,532 | | | | | | — | | | | | | 0% | | |
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SEC registration fee
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| | | $ | 1,558 | | |
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Legal fees and expenses
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| | | $ | 35,000 | | |
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Accounting fees and expenses
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| | | $ | 10,000 | | |
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Printing and miscellaneous fees and expenses
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| | | $ | 10,000 | | |
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Total
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| | | $ | 56,558 | | |
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Exhibit
Number |
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Exhibit Description
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| 3.1 | | | | |
| 3.2 | | | | |
| 4.1 | | | | |
| 5.1 | | | | |
| 10.1 | | | | |
| 10.2 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | | |
| 107 | | | |
| Cognition Therapeutics, Inc. | | | | | ||||||
| By: | | |
/s/ Lisa Ricciardi
|
| | | | |||
| | | | Name: | | | Lisa Ricciardi | | | | |
| | | | Title: | | |
Chief Executive Officer and President
(Principal Executive Officer) |
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Signature
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Title
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Date
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/s/ Lisa Ricciardi
Lisa Ricciardi
|
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Chief Executive Officer, President and Director
(Principal Executive Officer) |
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December 29, 2023
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/s/ John Doyle
John Doyle
|
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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December 29, 2023
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/s/ Jack A. Khattar
Jack A. Khattar
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Director (Chairman of the Board)
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December 29, 2023
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/s/ Aaron G. L. Fletcher, Ph.D.
Aaron G. L. Fletcher, Ph.D.
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Director
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December 29, 2023
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/s/ Brett P. Monia, Ph.D.
Brett P. Monia, Ph.D.
|
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Director
|
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December 29, 2023
|
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/s/ Ellen B. Richstone
Ellen B. Richstone
|
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Director
|
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December 29, 2023
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/s/ Peggy Wallace
Peggy Wallace
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Director
|
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December 29, 2023
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Exhibit 5.1
Goodwin Procter LLP
| |
December 29, 2023
Cognition Therapeutics, Inc.
2500 Westchester Avenue
Purchase, New York 10577
Re: | Securities Registered under Registration Statement on Form S-3 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) filed on December 29, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), of up to 6,030,532 shares (the “Resale Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), which include (i) 6,000,000 shares of Common Stock (the “Common Stock Shares”) to be sold by the Selling Stockholders listed in the Registration Statement under “Selling Stockholders” (the “Selling Stockholders”), (ii) 6,000 shares of Common Stock (the “RSU Shares”) to be newly issued upon vesting of restricted stock units (the “RSUs”) and sold by the Selling Stockholders and (iii) 24,532 shares of Common Stock (the Option Shares”) to be newly issued upon exercise of options to purchase shares of Common Stock (the “Options”) and sold by the Selling Stockholders.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinions set forth in numbered paragraphs 2 and 3 below, we have assumed that before the RSU Shares and Option Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock the Company is authorized to issue under its amended and restated certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s amended and restated certificate of incorporation is less than the number of RSU Shares and Option Shares.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinions that:
1. The Common Stock Shares have been duly authorized and validly issued and are fully paid and non-assessable.
2. The RSU Shares have been duly authorized and, when issued upon settlement of the RSUs, will be validly issued, fully paid and non-assessable.
3. The Option Shares have been duly authorized and, when issued upon the exercise of the Options in accordance with the terms of the Options, will be validly issued, fully paid and non-assessable.
Our opinions set forth above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Cognition Therapeutics, Inc. for the registration of 6,030,532 shares of its common stock and to the incorporation by reference therein of our report dated March 23, 2023, with respect to the consolidated financial statements of Cognition Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Philadelphia, Pennsylvania
December 29, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Cognition Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to Be Paid |
Equity | Common Stock, par value $0.0001 per share | Rule 457(c) | 6,030,532(2) | $1.75(3) | $10,553,431.00 | 0.00014760 | $1,557.69 | ||||||||
Total Offering Amounts | $10,553,431.00 | $1,557.69 | ||||||||||||||
Total Fee Offsets | — | |||||||||||||||
Net Fee Due | $1,557.69 |
(1) | The shares of common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement. |
(2) | This registration statement registers the resale of (i) 6,000,000 outstanding shares of common stock of the Registrant held by the selling stockholders, (ii) 6,000 shares of common stock of the Registrant issuable upon the vesting of restricted stock units held by the selling stockholders and (iii) 24,532 shares issuable upon the exercise of options to purchase shares of common stock held by the selling stockholders. |
(3) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low price per share of the Registrant’s common stock as reported by The Nasdaq Capital Market on December 22, 2023. |
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