As filed with the Securities and Exchange Commission on November 2, 2021

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

COGNITION THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-4365359
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2500 Westchester Ave.

Purchase, NY 10577

(412) 481-2210

(Address, including zip code, of Principal Executive Offices)

COGNITION THERAPEUTICS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN

COGNITION THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN, AS AMENDED

COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN

COGNITION THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Lisa Ricciardi President and Chief Executive Officer Cognition Therapeutics, Inc. 2500 Westchester Ave. Purchase, NY 10577 (412) 481-2210 (Name, address and telephone number of agent for service) Copies to: Rachael M. Bushey, Esq. Joseph Walsh, Esq. Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103 (215) 981-4331

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Equity Incentive Plan	917,582	(2)	$12.05	(7)		$11,056,863.10	$1,024.97
Common stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Equity Incentive Plan	1,942,804	(3)	$12.01	(8)		$23,333,076.04	$2,162.98
Common stock, $0.001 par value per share, reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan	209,532	(4)	$12.05	(7)		$2,524,860.60	$234.05
Common stock, $0.001 par value per share, reserved for issuance pursuant to the 2017 Equity Incentive Plan	1,884,602	(5)	$1.18	(8)		$2,223,830.36	$206.15
Common stock, $0.001 par value per share, reserved for issuance pursuant to the Amended and Restated 2007 Equity Incentive Plan	2,379,965	(6)	$0.86	(8)		$2,046,769.90	$189.74
Total	7,334,485		—			$41,185,400.00	$3,817.89

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”) of Cognition Therapeutics, Inc. (the “Company”) which become issuable by reason of any future stock dividend, stock split, recapitalization or other similar transaction or to cover such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments, effected without the receipt of consideration by the Company, which results in an increase in the number of the outstanding shares of Common Stock.

(2) Represents 917,582 shares of Common Stock authorized for issuance under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”).

(3) Represents 1,942,804 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the 2021 Incentive Plan.

(4) Represents 209,532 shares of Common Stock initially authorized for issuance under the Cognition Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(5) Represents 1,884,602 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the Cognition Therapeutics, Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”). No further grants will be made under the 2017 Plan. Any such shares of common stock underlying awards that that are forfeited, canceled, reacquired by the company prior to vesting, satisfied in cash or otherwise terminated, and shares underlying awards that are withheld in settlement of a tax withholding obligation associated with an award or in satisfaction of the exercise price of an award will be available for future grant and issuance under the 2021 Plan.

(6) Represents 2,379,965 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the Cognition Therapeutics, Inc. Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”). No further grants will be made under the 2007 Plan. Any such shares of common stock underlying awards that that are forfeited, canceled, reacquired by the company prior to vesting, satisfied in cash or otherwise terminated, and shares underlying awards that are withheld in settlement of a tax withholding obligation associated with an award or in satisfaction of the exercise price of an award will be available for future grant and issuance under the 2021 Plan.

(7) For purposes of computing the registration fee only. Pursuant to Rule 457(c) and (h) of the Securities Act, the Proposed Maximum Offering Price Per Share with respect to the shares reserved for issuance under the 2021 Incentive Plan and the 2021 ESPP is based upon the average of the high and low prices of the Common Stock on November 1, 2021.

(8) For purposes of computing the registration fee only. Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the weighted average exercise price of previously granted stock options that remain outstanding under the 2021 Plan, the 2017 Plan and the 2007 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the participants in the 2007 Plan, 2017 Plan, 2021 Incentive Plan and the 2021 ESPP as required by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act with respect to item (a) below and the Exchange Act, with respect to item (b) below, are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

· the Company’s prospectus filed with the Commission on October 12, 2021, including all amendments and exhibits thereto, pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1 (File No. 333-257999) which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed;

· the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on October 6, 2021 (File No. 001-40886), together with any amendment thereto filed with the Commission for the purpose of updating such description; and

· the Registrant’s Current Report on Form 8-K filed with the Commission on October 14, 2021.

All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information furnished under Item 2.02 or 7.01 of Form 8-K and exhibits furnished on such form that relate to such items unless such form expressly provides to the contrary) after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

You may request a copy, without charge, of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the address and telephone number on the cover of this Registration Statement:

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 102 of the Delaware General Corporation Law (the “DGCL”), our third amended and restated certificate of incorporation and amended and restated bylaws to be in effect immediately prior to the closing of this offering will limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

· any breach of the director’s duty of loyalty to us or our stockholders;

· any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

· any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

· any transaction from which the director derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our third amended and restated certificate of incorporation will authorize us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the DGCL, our amended and restated bylaws will provide that:

· we may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

· we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

· the rights provided in our amended and restated bylaws are not exclusive.

The Company’s third amended and restated certificate of incorporation and its amended and restated bylaws provide for the indemnification provisions described above and elsewhere herein. The Company intends to enter into and continue to enter into, separate indemnification agreements with the Company’s directors and officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements generally require the Company, among other things, to indemnify its officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require the Company to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The Company has purchased and currently intend to maintain insurance on behalf of each and every person who is or was a director or officer of the company against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions. The form of underwriting agreement for this initial public offering provides for indemnification by the underwriters of us and our officers and directors who sign this registration statement for specified liabilities, including matters arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement:

EXHIBIT INDEX

Exhibit  Number	Description of Exhibit
4.1	Third Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on October 14, 2021).
4.2	Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on October 14, 2021)
4.3	Form of Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-257999) filed on October 4, 2021)
5.1*	Opinion of Troutman Pepper Hamilton Sanders LLP.
23.1*	Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1*	Powers of Attorney (included on the signature page of the Registration Statement).
99.1	Amended and Restated 2007 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021).
99.2	2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021).
99.3	Amendment to 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021).
99.4	Second Amendment to 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021).
99.5	2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (File No. 333-257999) filed on October 4, 2021).
99.6*	Form of Restricted Stock Unit Award Agreement, under the 2021 Plan.
99.7*	Form of Stock Option Grant Notice and Award Agreement, under the 2021 Plan.
99.8	2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A (File No. 333-257999) filed on October 4, 2021).

* Filed herewith

Item 9. Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase, State of New York on November 2, 2021.

COGNITION THERAPEUTICS, INC.
By:	/s/ Lisa Ricciardi
	Lisa Ricciardi
	President and Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lisa Ricciardi and James M. O’Brien, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lisa Ricciardi Lisa Ricciardi	Chief Executive Officer, President and Director (Principal Executive Officer)	November 2, 2021
/s/ James M. O’Brien James M. O’Brien	Chief Financial Officer (Principal Financial and Accounting Officer)	November 2, 2021
/s/ Jack A. Khattar Jack A. Khattar	Director (Chairman of the Board)	November 2, 2021
/s/ Mark H. Breedlove Mark H. Breedlove	Director	November 2, 2021
/s/ Aaron Fletcher, Ph.D. Aaron Fletcher, Ph.D.	Director	November 2, 2021
/s/ Brett P. Monia, Ph.D. Brett P. Monia, Ph.D.	Director	November 2, 2021
/s/ Ellen B. Richstone Ellen B. Richstone	Director	November 2, 2021

/s/ Peggy Wallace Peggy Wallace Director November 2, 2021