[8-K] Cognition Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. (CGTX) filed a Form 8-K to disclose the voting results of its 18 June 2025 virtual Annual Meeting of Stockholders.

• Director elections: Stockholders elected Class I directors Peggy Wallace (8,566,458 FOR; 2,590,981 WITHHELD) and Ellen B. Richstone (8,686,877 FOR; 2,470,562 WITHHELD). Each will serve until the 2028 annual meeting, subject to the usual contingencies. There were 22,760,336 broker non-votes for each nominee.
• Auditor ratification: Ernst & Young LLP was confirmed as the Company’s independent registered public accounting firm for fiscal 2025 with 33,457,921 FOR, 327,242 AGAINST and 132,612 ABSTAIN votes; no broker non-votes were recorded.

No additional proposals or material business developments were reported.

Insights

Corporate Governance Analyst

TL;DR – Routine annual-meeting results; no material governance surprises.

The filing is a standard Item 5.07 disclosure. Both Class I director nominees secured election with comfortable pluralities, and auditor Ernst & Young received overwhelming shareholder support (98.8% FOR). While approximately 23 million broker non-votes highlight a largely retail share base held in street name, the absolute support levels signal no shareholder activism or governance friction. Given the absence of compensation or charter amendments, the event has neutral investment impact. Investors should monitor future meetings for any uptick in WITHHELD percentages, but the current results affirm board stability heading into the company’s Alzheimer’s and neurodegenerative disease trial milestones.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

Cognition Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40886		13-4365359
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2500 Westchester Avenue Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 481-2210

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.001 per share		CGTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Cognition Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was conducted virtually, and the following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 28, 2025. 

Proposal 1 – Election of Class I Directors. Each of Peggy Wallace and Ellen B. Richstone were elected to the Board of Directors as Class I directors to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal as follows:

Name		For		Withheld		Broker Non-Votes
Peggy Wallace		8,566,458		2,590,981		22,760,336
Ellen B. Richstone		8,686,877		2,470,562		22,760,336

Proposal 2 – Ratification of Independent Registered Public Accountants. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified, as follows:

For		Against		Abstentions		Broker Non-Votes
33,457,921		327,242		132,612		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COGNITION THERAPEUTICS, INC.
Date: June 20, 2025
	By:	/s/ Lisa Ricciardi
	Name:	Lisa Ricciardi
	Title:	President and Chief Executive Officer

FAQ

Which directors were elected at Cognition Therapeutics' 2025 Annual Meeting?

Shareholders elected Peggy Wallace and Ellen B. Richstone as Class I directors until the 2028 meeting.

How did shareholders vote on the auditor for CGTX in 2025?

Ernst & Young LLP was ratified with 33,457,921 FOR, 327,242 AGAINST, and 132,612 ABSTAIN votes.

Were there any broker non-votes in the Cognition Therapeutics director elections?

Yes. Each director election recorded 22,760,336 broker non-votes.

Did the 2025 Cognition Therapeutics Annual Meeting include any major strategic proposals?

No. The only items were director elections and auditor ratification; no strategic or financial proposals were on the ballot.

Does the Form 8-K indicate any change to Cognition Therapeutics' business strategy?

No changes were reported; the filing solely covers voting results, leaving business strategy unchanged.