SEC Filing | Cognition Therapeutics, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Caggiano Anthony

(Last)

(First)

(Middle)

C/O COGNITION THERAPEUTICS INC

2403 SIDNEY STREET, SUITE 261

(Street)

PITTSBURGH

15203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNITION THERAPEUTICS INC [ CGTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2024		A		60,000⁽¹⁾	A	$0.00	141,629	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.98	02/15/2024		A		60,000		⁽²⁾	02/15/2034	Common Stock	60,000	$0.00	60,000	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

2. The option vests 25% on February 15, 2025, with the remaining 75% vesting in 36 equal monthly installments, subject to the Reporting Person's continued service through the applicable vesting dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lisa Ricciardi, Attorney-in-Fact	02/20/2024
	** 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 4 (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 the undersigned hereby constitutes
and appoints each of Lisa Ricciardi and John Doyle, signing singly,
and with full power of substitution, 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 February 16, 2024.

/s/ Anthony Caggiano
Signature
Anthony Caggiano
Print Name