Cognition Therapeutics Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For The Transition Period FromToCommission file number: 001-40886COGNITION THERAPEUTICS,INC.(Exact name of registrant as specified in its charter)Delaware13-4365359(State of Other Jurisdiction of incorporation or Organization)(I.R.S. Employer Identification No.)2500 Westchester Ave.Purchase, NY10577(Address of principal executive offices)(Zip code)Registrant’s telephone number, including area code:(412) 481-2210Securities registered pursuant to Section12(b)of the Act:Name Of Each ExchangeTitle of Each ClassTrading Symbol(s)On Which RegisteredCommon Stock, par value $0.001 per shareCGTXThe Nasdaq Stock Market LLC Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reportingcompany☒Emerging growthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the Registrant’s Common Stock held by non-affiliates, as of June 30, 2025, the last business day of the Registrant’smost recently completed second fiscal quarter, was approximately $18,162,457. Shares of Common Stock held by each executive officer anddirector and by each stockholder affiliated with a director or an executive officer have been excluded from this calculation because such persons maybe deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant’s Common Stock as of March 20, 2026, was 89,353,773. Documents Incorporated by Reference Portions of the Registrant’s definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders are incorporated herein by reference inPart III of this Annual Report on Form 10-K to the extent stated herein. The proxy statement will be filed with the Securities and ExchangeCommission within 120 days of the registrant’s fiscal year ended December 31, 2025. TABLE OF CONTENTS PART I Item1. BusinessItem1A. Risk FactorsItem1B. Unresolved Staff CommentsItem 1C. CybersecurityItem2. PropertiesItem3. Legal ProceedingsItem4. Mine Safety Disclosures 9797989898PART IIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities99Item6. [Reserved]99Item7. Management’s Discussion and Analysis of Financial Condition and Results of Op