COGNITION THERAPEUTICS, INC. [_________] Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • November 7th, 2022 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [_______] shares (the “Firm Shares”) of its common stock, par value $0.001 per share (“Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional [_________] shares of Common Stock, which are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwriter, and the term “Underwriters” shall mean eith
COGNITION THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 23rd, 2022 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
PURCHASE AGREEMENTPurchase Agreement • March 10th, 2023 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of March 10, 2023, is made by and between Cognition Therapeutics, Inc., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of ___, 2021 between Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), and ____ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2023 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2023, is entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COGNITION THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The undersigned, Cognition Therapeutics, Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the "Company"), a company formed under the laws of the State of Delaware, hereby confirms its agreement with B. Riley Securities, Inc. (hereinafter referred to as the "Representative"), a Delaware corporation, and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
OFFICE LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and COGNITITION THERAPEUTICS, INC. (Tenant) Dated: July 1, 2017Office Lease Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Office Lease Agreement (the “Lease”) is made this day of July, 2017, by and between RJ EQUITIES LP, a Pennsylvania limited partnership (“Landlord”) and COGNITION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENT BETWEEN 2500/2700 WESTCHESTER AVENUE OWNER SPE LLC, a Delaware Limited Liability Company, LANDLORD, -AND- COGNITION THERAPEUTICS, INC., a Delaware Corporation, TENANT Dated July 1, 2021Lease Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This LEASE AGREEMENT (this “Lease”) is dated July 1, 2021 and is between 2500/2700 WESTCHESTER AVENUE OWNER SPE LLC, a Delaware limited liability company (“Landlord”), and COGNITION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
COGNITION THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 20, 2014Investors’ Rights Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 20th day of March, 2014, by and among Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of whom is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9.
Cognition Therapeutics Inc. 2403 Sidney Street Pittsburgh PA 15203 t: 412 481 2210 f: 412 481 2216Employment Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 1st, 2023 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Executive Employment Agreement (the “Agreement”), dated April 17, 2023, is made and entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the “Company”) and John Doyle (“Executive”), and will become effective as of May 1, 2023 (the “Effective Date”).
COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENTRestricted Stock Unit Grant Agreement • November 2nd, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the number of restricted stock units set forth below (the “Restricted Stock Units”). The Restricted Stock Units described in this Restricted Stock Unit Grant Notice (the “Grant Notice”) are subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made by and between Kenneth I. Moch (the “Executive”) and Cognition Therapeutics, Inc. (the “Company”).
ADVISOR SERVICES AGREEMENTAdvisor Services Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Advisor Services Agreement (“Agreement”), effective as of March 17, 2020, is made between Cognition Therapeutics, Inc. (the “Company”) and Kenneth I. Moch (“Advisor”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
EMPLOYMENT AGREEMENT effective as of June 1, 2020 (this “Agreement”) between Cognition Therapeutics, Inc. (the “Company”), a Delaware corporation, and Lisa Ricciardi (the “Executive”).
COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENTStock Option Grant Notice and Award Agreement • November 2nd, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE ANDStock Option Grant Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
6,571,428 SHARES of Common Stock COGNITION THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2024 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The undersigned, Cognition Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiary and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cognition Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Titan Partners Group LLC, a division of American Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE AND AWARD AGREEMENTPerformance Restricted Stock Unit Grant Agreement • February 20th, 2024 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) the number of performance restricted stock units set forth below (the “Performance Restricted Stock Units” or “PRSUs”). The PRSUs described in this Grant Notice (the “Grant Notice”) are subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances)
This First Amendment to Office Lease Agreement (“Amendment”) is made this 1st day of July, 2017, and is by and between RJ EQUITIES LP, a Pennsylvania limited partnership (“Landlord”), and COGNITION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
COGNITION THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENTStock Option Agreement • July 29th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
Cognition Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 19th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THIS FIRST AMENDMENT (the “First Amendment”) to that certain Third Amended and Restated Investors’ Rights Agreement dated as of March 20, 2014, among Cognition Therapeutics, Inc., a Delaware corporation (the “Company”) and its stockholders party thereto (the “Investors’ Rights Agreement”), is entered into as of March 23, 2020, by and among the Company and the undersigned stockholders of the Company constituting the holders of at least 60% of the Registrable Securities (as defined in the Investors’ Rights Agreement) then outstanding (the “Required Investors”). All capitalized terms used but not defined in this First Amendment shall have the meanings assigned to them in the Investors’ Rights Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 29th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Executive Employment Agreement (the “Agreement”), dated ________, 20___, is made and entered into by and between COGNITION THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Lisa Ricciardi (“Executive”), and will become effective on the first date that the Company’s common stock is traded on a national stock exchange or national market system (the “Effective Date”).
EMPLOYEE Restrictive Covenant AgreemenTEmployee Restrictive Covenant Agreement • July 29th, 2021 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (the “Agreement”) is between Cognition Therapeutics, Inc. (the “Company”), a Delaware corporation with its principal offices at 2500 Westchester Ave., Purchase, NY 10577 and (the “Employee”), an individual residing at the address set forth on the signature page to this Agreement.
OFFICE LEASE AGREEMENTOffice Lease Agreement • November 7th, 2022 • Cognition Therapeutics Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Office Lease Agreement (the "Lease") is made this 31st day of August, 2022, by and between RJ EQUITIES LP, a Pennsylvania limited partnership ("Landlord") and COGNITION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
