Cognition Therapeutics, Inc.

2500 Westchester Ave.

Purchase, New York 10577

 

December 29, 2022

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences 

100 F Street, NE 

Washington, D.C. 20549 

Attention: Tim Buchmiller

 

	Re:	Cognition Therapeutics, Inc.
		Registration Statement on Form S-3
		Filed December 23, 2022 (File No. 333-268992)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Cognition Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-268992) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:05 PM, Eastern Time, on January 3, 2023, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Joseph Walsh at (212) 704-6030 or Rachael M. Bushey at (215) 981-4331.

 

Please direct any questions or comments concerning this request to Rachael M. Bushey of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

 

	Sincerely,
	COGNITION THERAPEUTICS, INC.
	By:	/s/ Lisa Ricciardi
	Name:	Lisa Ricciardi
	Title:	President and Chief Executive Officer

 

Cc:	Rachael M. Bushey, Troutman Pepper Hamilton Sanders LLP
	Joseph Walsh, Troutman Pepper Hamilton Sanders LLP
	James T. Seery, Duane Morris LLP
	Dean Colucci, Duane Morris LLP