Form 8-K

8-K — COGNITION THERAPEUTICS INC

Accession: 0001104659-26-057186

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001455365

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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): May 7, 2026

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)

(Commission File Number)

(I.R.S.

Employer

Identification No.)

2500 Westchester Ave.

Purchase,

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

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 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Cognition

Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31,

2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under Item 2.02, including Exhibit 99.1,

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits

are being furnished herewith:

Exhibit

No.

Document

99.1

Press Release, dated May 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 7, 2026

By:

/s/ Lisa Ricciardi

Name:

Lisa Ricciardi

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613845d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Cognition Therapeutics Reports Financial

Results for the First Quarter 2026

and Provides Business Update

Meeting with FDA Division of Psychiatry

scheduled for May 2026 expected to inform

registrational plans for zervimesine in DLB psychosis

Purchase, NY – May 7, 2026 –

Cognition Therapeutics, Inc. (NASDAQ: CGTX), clinical-stage company developing product candidates that treat neurodegenerative

disorders, (the “Company” or “Cognition”), today reported financial results for the first quarter ended March

31, 2026, and provided a business update.

“We filed a request to meet with the Food

and Drug Administration’s Division of Psychiatry to discuss our plans for a registrational study in people with dementia with Lewy

body (DLB) psychosis,” stated Lisa Ricciardi, Cognition’s president and CEO. “We recently received our meeting

invitation for May 20, 2026 and we are looking forward to a productive conversation so we can continue to move zervimesine forward in

this important indication.

“Looking ahead, we remain committed to developing zervimesine

for the treatment of Alzheimer’s disease. Topline results from the 545-participant Phase 2 ‘START’ COG0203 (NCT05531656)

study in mild cognitive impairment (MCI) and early Alzheimer's disease are anticipated in 2027. We expect these findings will inform our

clinical development plans for Alzheimer’s disease.”

Business and Corporate Highlights

· Requested a meeting with FDA Division of Psychiatry,

which is expected to be conducted on May 20 with receipt of meeting minutes anticipated in June.

· Presented

two posters at the AD/PD™ 2026 Alzheimer’s & Parkinson’s Diseases

Conference:

o an

analysis of zervimesine’s effect on the components of the neuropsychiatric index, which was used in the Phase 2 COG1201 SHIMMER

study (NCT05225415) in participants with DLB; and

o a

proposed composite endpoint containing measures of memory, motor, fluctuations, behavior and psychosis,

which may be an effective method of capturing the complexity of DLB symptoms in future clinical trials.

First Quarter 2025 Financial Results

Cash, cash equivalents, and restricted cash equivalents as of March

31, 2026 were approximately $31.2 million, and total obligated grant funds remaining from the National Institute of Aging, a division

of the National Institute of Health were $25.6 million. The Company estimates that it has sufficient cash to fund operations and capital

expenditures through the second quarter of 2027.

Research and development expenses were $6.1 million for the quarter

ended March 31, 2026, compared to $10.8 million for the comparable period in 2025. The decrease in research and development expenses was

driven by lower trial activities with contract research organizations and professional fees.

General and administrative expenses were $2.7 million for the quarter

ended March 31, 2026, compared to $3.0 million for the comparable period in 2025. The decrease in general and administrative expenses

was driven primarily by lower stock compensation, compensation and professional fees.

Cognition Therapeutics, Inc.

www.cogrx.com

The Company reported a net loss of $4.6 million, or $(0.05) per

basic and diluted share for the first quarter ended March 31, 2026, compared to a net loss of $8.5 million, or $(0.14) per basic and diluted

share for the same period in 2025.

About Cognition Therapeutics:

Cognition Therapeutics, Inc. is a clinical-stage

biopharmaceutical company dedicated to helping millions of families seeking effective treatments for devastating neurodegenerative diseases

through the development of novel, accessible therapies. The company has led pioneering research into the underlying mechanisms of degenerative

nerve disorders. Our scientific approach builds on well-established biological pathways and translates across indications in which toxic

oligomers drive disease progression, offering potential in dementia with Lewy bodies (DLB), Alzheimer’s disease, geographic atrophy,

Parkinson’s, among others. The company’s lead candidate, zervimesine (CT1812), is an investigational once-daily oral therapy

that has demonstrated promise in Phase 2 clinical trials in DLB and mild-to-moderate Alzheimer’s disease. Backed by nearly $200

million in National Institutes of Health and related foundation grants, Cognition Therapeutics continues to advance clinical research

in its efforts to bring forth solutions that meet patients where they are and reduce caregiver burden. Learn more at cogrx.com.

About Zervimesine (CT1812)

Zervimesine (CT1812) is currently being

studied in the Phase 2 START Study (NCT05531656) in patients with MCI and early Alzheimer’s disease. Phase 2 clinical studies have

been completed in dementia with Lewy bodies (DLB), mild-to-moderate Alzheimer’s disease, and geographic atrophy secondary to dry

AMD. Based in part on the strong efficacy signals observed in the Phase 2 SHIMMER study in DLB (NCT05225415), the company plans to advance

zervimesine into a late-stage clinical trial for people with DLB psychosis. Zervimesine has been generally well tolerated in clinical

studies to date.

The USAN Council has adopted zervimesine as the United States Adopted

Name (USAN) for CT1812.

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this press release

or made during the conference, other than statements of historical facts or statements that relate to present facts or current conditions,

including but not limited to, statements regarding our cash runway, our product candidates, including zervimesine (CT1812), and any expected

or implied benefits or results, including that initial clinical results observed with respect to zervimesine will be replicated in later

trials and our clinical development plans, including statements regarding our clinical studies of zervimesine, any analyses of the results

therefrom, as well as statements regarding our regulatory plans, are forward-looking statements. These statements, including statements

relating to the timing and expected results of our clinical trials involve known and unknown risks, uncertainties and other important

factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance,

or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by

terms such as “may,” “might,” “will,” “should,” “expect,” “plan,”

“aim,” “seek,” “anticipate,” “could,” “intend,” “target,” “project,”

“contemplate,” “believe,” “estimate,” “predict,” “forecast,” “potential”

or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements

largely on our current expectations and projections about future events and financial trends that we believe may affect our business,

financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and

are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are

beyond our control. Factors that may cause actual results to differ materially from current expectations include, but are not limited

to: competition; our ability to secure new (and retain existing) grant funding; our ability to grow and manage growth, maintain relationships

with suppliers and retain our management and key employees; our ability to successfully advance our current and future product candidates

through development activities, preclinical studies and clinical trials and costs related thereto; uncertainties inherent in the results

of preliminary data, pre-clinical studies and earlier-stage clinical trials being predictive of the results of early or later-stage clinical

trials; the timing, scope and likelihood of regulatory filings and approvals, including regulatory approval of our product candidates;

changes in applicable laws or regulations; the possibility that we may be adversely affected by other economic, business or competitive

factors, including ongoing economic uncertainty; our estimates of expenses and profitability; the evolution of the markets in which we

compete; our ability to implement our strategic initiatives and continue to innovate our existing products; our ability to defend our

intellectual property; the impacts of ongoing global and regional conflicts on our business, supply chain and labor force; our ability

to maintain the listing of our common stock on the Nasdaq Capital Market; and the risks and uncertainties described more fully in the

“Risk Factors” section of our annual and quarterly reports filed with the Securities & Exchange Commission and are available

at www.sec.gov. These risks are not exhaustive and we face both known and unknown risks. You should not rely on these forward-looking

statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved

or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in

a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible for management

to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update

or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances

or otherwise.

Cognition Therapeutics, Inc.

www.cogrx.com

Cognition Therapeutics, Inc.

Unaudited Selected Financial Data

(in thousands, except share and per share data amounts)

Three months Ended March 31,

Consolidated Statements of Operations Data:

2026

2025

Operating Expenses:

Research and development

$ 6,120

$ 10,786

General and administrative

2,697

2,989

Total operating expenses

8,817

13,775

Loss from operations

(8,817 )

(13,775 )

Other income (expense):

Grant income

3,979

5,086

Other income, net

273

214

Interest expense

(5 )

Total other income, net

4,247

5,295

Net loss and comprehensive loss

$ (4,570 )

$ (8,480 )

Net loss per share:

Basic

$ (0.05 )

$ (0.14 )

Diluted

$ (0.05 )

$ (0.14 )

Weighted-average common shares outstanding:

Basic

89,191,313

61,828,149

Diluted

89,191,313

61,828,149

As of

(in thousands)

March 31,

2026

December 31,

2025

Consolidated Balance Sheet Data:

Cash, cash equivalents, and restricted cash equivalents

$ 31,225

$ 37,000

Total assets

36,140

48,390

Total liabilities

6,229

14,119

Accumulated deficit

(203,217 )

(198,647 )

Total stockholders’ equity

29,911

34,271

Contact Information:

Cognition Therapeutics, Inc.

info@cogrx.com

Mike Moyer (investors)

LifeSci Advisors

mmoyer@lifesciadvisors.com

Cognition Therapeutics, Inc.

www.cogrx.com

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