SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O COGNITION THERAPEUTICS, INC. |
| 2500 WESTCHESTER AVE |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
05/01/2023
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3. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC
[ CGTX ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
| No securities are beneficially owned. |
|
/s/ Lisa Ricciardi, Attorney-in-Fact |
05/03/2023 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know by all these presents, that each person whose signature
appears below hereby designates and appoints Lisa Ricciardi signing
singly, 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 April 23, 2023.
/s/ John Doyle
Signature
John Doyle
Print Name
