COGNITION THERAPEUTICS Files S-8 for Employee Stock Plans

TL;DR

**COGNITION THERAPEUTICS just filed an S-8 for employee stock plans, expect potential dilution but better talent retention.**

AI Summary

COGNITION THERAPEUTICS INC (CIK: 0001455365) filed an S-8 on March 26, 2026, to register securities for its employee benefit plans. This filing, with File No. 333-294619, allows the company to issue shares to employees, which can dilute existing shareholder value if new shares are created, but also serves as a key tool for attracting and retaining talent in the competitive biotech industry. For investors, this matters because it signals the company's intent to use equity compensation, impacting future share count and potentially the stock's per-share value.

Why It Matters

This S-8 filing enables COGNITION THERAPEUTICS to issue shares to employees, which is crucial for talent retention but could lead to share dilution for current investors.

Risk Assessment

Risk Level: medium — While essential for employee incentives, the issuance of new shares can dilute the ownership stake and earnings per share of existing shareholders.

Analyst Insight

Investors should monitor future 10-K and 10-Q filings for details on the number of shares issued under employee benefit plans to assess potential dilution and its impact on per-share metrics.

Key Numbers

• 2026-03-26 — Filing Date (Date the S-8 was filed and became effective)
• 333-294619 — File Number (Unique identifier for this specific S-8 registration statement)
• 0001455365 — CIK (Central Index Key for COGNITION THERAPEUTICS INC)

Key Players & Entities

• COGNITION THERAPEUTICS INC (company) — the filer of the S-8
• 0001455365 (company) — the CIK of COGNITION THERAPEUTICS INC
• 333-294619 (dollar_amount) — the File No. for the S-8 registration statement
• 2026-03-26 (dollar_amount) — the filing and effectiveness date of the S-8

Forward-Looking Statements

• COGNITION THERAPEUTICS will continue to use equity compensation as a primary tool for employee incentives. (COGNITION THERAPEUTICS INC) — high confidence, target: 2027-03-26
• The company's outstanding share count will gradually increase due to the exercise of employee stock options or grants. (COGNITION THERAPEUTICS INC) — medium confidence, target: 2028-03-26

FAQ

Key Financial Figures

• $0.001 — 5,208 shares of common stock, par value $0.001 per share (“ Common Stock ”

Filing Documents

• tm269610d1_s8.htm (S-8) — 37KB
• tm269610d1_ex5-1.htm (EX-5.1) — 7KB
• tm269610d1_ex23-1.htm (EX-23.1) — 2KB
• tm269610d1_ex-filingfees.htm (EX-FILING FEES) — 16KB
• tm269610d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-26-034887.txt ( ) — 188KB
• tm269610d1_ex-filingfees_htm.xml (XML) — 5KB

Incorporation of Documents by Reference

Item 3. Incorporation of Documents by Reference. The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates: (a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 26, 2026 ; (b) The description of the Registrant’s Common Stock contained in the Registrant’s Form 8-A filed with the Commission on October 6, 2021 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of further updating such description; and (c) Our Current Report on Form 8-K filed with the SEC on March 26, 2026 (other than those portions of the Current Reports furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 as an exhibit thereto). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to b

Exhibits

Item 8. Exhibits. Exhibit Number Description 4.1 Third Amended and Restated Certificate of Incorporation of Cognition Therapeutics, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40886), filed on October 14, 2021). 4.2 Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 10-K (File No. 001-40886), filed on May 4, 2023). 4.3 Amendment to the Second Amended and Restated Bylaws of Cognition Therapeutics, Inc. (incorporated herein by reference to Exhibit 3.3 to the Registrants Annual Report on Form 10-K (File No. 001-40886), filed on March 20, 2025. 5.1 Opinion of Goodwin Procter LLP (filed herewith). 23.1 Consent of Ernst & Young LLP (filed herewith). 23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included in signature page to this Registration Statement). 99.1 Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Registration 99.2 Form of Restricted Stock Unit Grant Notice and Award Agreement under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021). 99.3 Form of Stock Option Grant Notice and Award Agreement under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257999) filed on July 19, 2021). 99.4 Form of Performance Restricted Stock Unit Award Agreement under the Cognition Therapeutics, Inc. 2021 Equity Incentive Plan (incorporated herein by referen

SIGNATURES

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 the 26 th of March, 2026. COGNITION THERAPEUTICS, INC. By: /s/ Lisa Ricciardi Lisa Ricciardi President and Chief 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 John Doyle, 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 or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Signature Title Date /s/ Lisa Ricciardi President, Chief Executive Officer and Director March 26, 2026 Lisa Ricciardi (Principal Executive Officer) /s/ John Doyle Chief Financial Officer March 26, 2026 John Doyle (Principal Financial Officer and Principal Accounting Officer) /s/ Jack A. Khattar Director March 26, 2026 Jack A.

View Full Filing

View this S-8 filing on SEC EDGAR