Cognition Therapeutics, Inc. (CGTX)
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AGM 2026

Jun 17, 2026

Summary

The meeting was held virtually, confirming quorum and addressing two proposals: election of directors and ratification of the auditor. Both proposals passed by the required vote, with final results to be filed in an 8-K. A Q&A session followed the formal meeting.

Operator

Thank you for standing by, and welcome to the Cognition Therapeutics meeting. I will now turn the call over to Lisa Ricciardi.

Lisa Ricciardi
CEO, President, and Director, Cognition Therapeutics

Thank you. Good morning, everyone. I'd like to officially call the meeting to order and welcome all of you to the 2026 annual meeting of stockholders of Cognition Therapeutics. My name is Lisa Ricciardi. I'm the Chief Executive Officer, President, and Director, and I will be presiding at this meeting. Let me turn to introductions. This year, we're holding our annual meeting in an all-virtual format. We believe this format enables maximum stockholder participation by offering our stockholders the same opportunities to participate as would've been available in an in-person meeting, along with increased accessibility. We appreciate your participation today. Now, before proceeding to the business of the meeting, I would like to introduce our directors and members of our management team.

In addition to myself, the following members of the board of directors are present: Jack Khattar, Chairman of the board and Chairman of the nominating and Corporate governance committee, Peggy Wallace, Ellen Richstone, Chairman of the audit committee, Aaron Fletcher, Chairman of the compensation committee, and Brett Monia. Further, the following executive officers of the company are also present: John Doyle, Chief Financial Officer, and Anthony Caggiano, Chief Medical Officer and Head of R&D. We'll conduct the business of our annual meeting first, and upon adjournment, members of the management team will be available to answer your questions. Also present today is Ryan Murray and Sean Gallagher from EY, the company's independent registered public accounting firm. During the question and answer period at the end of the meeting, they will be available to answer questions concerning the company's financial statements.

In accordance with the company's bylaws and the direction of the board, I hereby appoint Louis Larson to serve as the independent inspector of election at this annual meeting. Now let's review the rules of conduct and procedures. The agenda for the meeting and a list of rules of conduct for the meeting are available online through the virtual meeting portal. To conduct an orderly meeting, we ask that you abide by these rules. As stated in the rules of conduct, stockholders who desire to ask a question or speak during the meeting must do so through the online portal. When you use the Ask a Question button on the virtual meeting portal, please identify yourself, your status as a stockholder or representative of a stockholder, and state your point or ask your question.

Importantly, as stated in the rules of conduct, we ask that you restrict your question to the items of the agenda that is before us. Thank you for cooperating with these rules. Let's turn to a discussion of the notice of the meeting and a report on the quorum. This meeting is being held pursuant to the notice of an annual meeting of stockholders, which was given to our stockholders on or about April 27th, 2026. All stockholders of record at the close of business on April 20th, 2026, are entitled to vote at the annual meeting. A list of holders of common stock entitled to vote at this meeting is available online through the virtual meeting portal. You may vote online by using the Vote My Shares button on the left side of the virtual meeting platform.

Please note that all votes submitted electronically must be received by the close of polls at the end of the meeting. All documents concerning the annual meeting, along with notice of this meeting, are available through the virtual meeting portal and will be filed with records of the meeting. The inspector of election has examined the proxies received and reports that holders of one-third in voting power of all outstanding shares of common stock entitled to vote at the meeting are present or represented by proxy. Therefore, I declare a quorum present. On behalf of the board of directors, I would like to express my appreciation to all stockholders who returned their proxies.

As for the proposals for today, since April 20th, 2026 was fixed by the board of directors as the record date for the purposes of determining the stockholders entitled to vote at this meeting, only stockholders whose names appear on the certified list of stockholders as of that date are entitled to vote at the meeting. According to the certified list of stockholders, there are 89,353,773 shares of common stock outstanding, and each stockholder is entitled to one vote per share. The first matter to be acted upon by the stockholders is proposal one, election of class two directors, each to serve a three-year term until the 2029 annual meeting of stockholders and until their successors, if any, are elected or appointed or their earlier death, resignation, retirement, disqualification, or removal.

The board has nominated Aaron Fletcher and Lisa Ricciardi to serve as class two directors. Proposal two is for the ratification of the selection of EY as the company's independent registered public accounting firm for the 2026 fiscal year. The online voting system will remain open for another five minutes. If you have previously voted by proxy, you do not need to vote today unless you would like to change your vote. We now have all of the votes and proxies, and I hereby declare the polls closed. The inspector of election will count the votes.

Turning to the results, a preliminary report of the inspector of election reflects that a plurality of the eligible votes cast have been voted for the election of each class two director, and a majority of the eligible votes have been cast for the ratification of EY as the company's independent registered public accounting firm for the 2026 fiscal year. Thank you for your support. We will report the final results of this meeting in an upcoming 8-K. Thank you for attending today's meeting. The meeting is adjourned. We will now have a brief Q&A period. Operator?