Form 8-K

8-K — COGNITION THERAPEUTICS INC

Accession: 0001104659-26-064863

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0001455365

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615260d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615260d1_ex99-1.htm)

GRAPHIC (tm2615260d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615260d1_8k.htm · Sequence: 1

false

0001455365

2026-05-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 21, 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 8.01 Other Events.

On May 21, 2026,

Cognition Therapeutics, Inc. (the “Company”) issued a press release announcing the completion of its meeting with the

U.S. Food and Drug Administration for zervimesine in dementia with Lewy bodies patients with psychosis. A copy of the Company’s

press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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 21, 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 21, 2026

By:

/s/ Lisa Ricciardi

Name:

Lisa Ricciardi

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615260d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Cognition Therapeutics

Completes Meeting with FDA for

Zervimesine (CT1812) in Dementia with Lewy Bodies with Psychosis

- Positive Discussion

on Path Forward for Registrational Program -

PURCHASE, NY – May 21, 2026

– Cognition Therapeutics, Inc., (the Company or Cognition) (NASDAQ: CGTX), a clinical-stage company developing product

candidates that treat neurodegenerative disorders, (the “Company” or “Cognition”), conducted a planned meeting

with the U.S. Food and Drug Administration (FDA) on May 20, 2026. The objective of this meeting was to review results from the Phase

2 study of zervimesine (CT1812) and discuss the design and endpoints of a registrational study in dementia with Lewy bodies (DLB) patients

with psychosis.

Lisa Ricciardi, president and

CEO of Cognition, stated, “Yesterday we held a productive meeting with the FDA. The agency and we discussed the results from our Phase

2 COG1201 ‘SHIMMER’ Study in DLB and our proposed plan to advance zervimesine into a registrational program. We believe we

have a path forward for the development of zervimesine for the treatment of DLB psychosis. We look forward to reviewing the FDA’s

formal minutes in June.”

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 concluded 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.

Cognition Therapeutics, Inc.

www.cogrx.com

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.

Contact Information:

Cognition Therapeutics, Inc.

info@cogrx.com

Mike Moyer (investors)

LifeSci Advisors

mmoyer@lifesciadvisors.com

Cognition Therapeutics, Inc.

www.cogrx.com

GRAPHIC

Filename: tm2615260d1_ex99-1img001.jpg · Sequence: 6

Binary file (2039 bytes)

Download tm2615260d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 21, 2026

Entity File Number

001-40886

Entity Registrant Name

Cognition

Therapeutics, Inc.

Entity Central Index Key

0001455365

Entity Tax Identification Number

13-4365359

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2500 Westchester Ave.

Entity Address, City or Town

Purchase

Entity Address, State or Province

Entity Address, Postal Zip Code

10577

City Area Code

412

Local Phone Number

481-2210

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001 per share

Trading Symbol

CGTX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration