November 7, 2022

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

 

Re:

Cognition Therapeutics, Inc. Registration Statement on Form S-1 Filed November 7, 2022

 

Ladies and Gentlemen:

 

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the underwriters, hereby join in the request of Cognition Therapeutics, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time (US), on November 9, 2022, or at such later time as the Company’s outside counsel, Troutman Pepper Hamilton Sanders LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

The undersigned advise that they have complied and will continue to comply, and we have been informed by any other participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Signature Page Follows]

 

 

	Very truly yours,
	Acting on behalf of itself and the several Underwriters
	CANTOR FITZGERALD & CO.
	By:	/s/ Sage Kelly
	Name:	Sage Kelly
	Title:	Global Head of Investment Banking

 

[Signature Page to UW Acceleration Request]