Cognition Therapeutics Inc 2026年季度报告

For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGEACT OF 1934For the transition period fromtoCommission File Number: 001-40886 Cognition Therapeutics,Inc.(Exact name of registrant as specified in its charter) 13-4365359(I.R.S. EmployerIdentification Number) Delaware(State or otherjurisdiction ofincorporation or organization) 2500 Westchester Ave.Purchase, NY 10577(Address of Principal Executive Offices) 10577(Zip Code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒As of May 5, 2026, there were 89,498,015 shares of the registrant’s common stock issued and outstanding. TABLE OF CONTENTS Cautionary Note on Forward-Looking Statements3PartI.Financial Information5Item1.Financial Statements (unaudited)5Consolidated Balance Sheets as of March 31, 2026 (unaudited) andDecember31, 20255Consolidated Statements of Operations and Comprehensive Loss for the threemonths ended March 31, 2026 and 2025 (unaudited)6Consolidated Statements of Stockholders’ Equity for the three months endedMarch 31, 2026 and 2025 (unaudited)7Consolidated Statements of Cash Flows for the three months ended March 31,2026 and 2025 (unaudited)8Notesto Consolidated Financial Statements (unaudited)9Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations23Item3.Quantitative and Qualitative Disclosures about Market Risk32Item4.Controls and Procedures32PartII.Other Information34Item1.Legal Proceedings34Item1A.Risk Factors34Item2.Unregistered Sales of Equity Securities and Use of Proceeds34Item3.Defaults Upon Senior Securities34Item4.Mine Safety Disclosures34Item5.Other Information34Item6.Exhibits35Signatures36 Cautionary Noteon Forward-Looking Statements This Quarterly Report on Form 10-Q (“Quarterly Report”), contains forward-looking statementsconcerning our business, operations and financial performance, as well as our plans, objectives andexpectations for our business operations and financial performance and condition. All statements otherthan statements of historical or current facts included in this Quarterly Report are forward-lookingstatements. In some cases, you can identify forward-looking statements by terminology such as “aim,”“anticipate,”“assume,”“believe,”“contemplate,”“continue,”“could,”“design,”“due,”“estimate,”“expect,”“goal,”“intend,”“may,”“objective,”“plan,”“positioned,”“potential,”“predict,”“seek,”“should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate futureevents and future trends, or the negative of these terms or other comparable terminology. In addition,statements including “we believe” or similar phrases reflect our beliefs and opinions on the relevantsubject. All forward-looking statements are subject to risks and uncertainties that may cause actual resultsto differ materially from those expressed in, or implied by these, forward-looking statements and therefore,you should not unduly rely on such statements. These risks and uncertainties include, but are not limitedto: ●our ability to raise additional capital to fund our operations and continue the development of ourcurrent and future product candidates;●our ability to maintain the listing of our common stock on the Nasdaq Capital Market;●our estimates regarding expenses, future revenue, capital requirements and needs for additionalfinancing;●the clinical nature of our business and our ability to successfully and in a timely manner advanceourcurrent and future product candidates through our ongoing and future clinical trials,preclinical studies and developm