SecProbe.io

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 VIA EDGAR

 December 22, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Dan Crawford

 Re:
 Cognition Therapeutics, Inc.

 Acceleration Request for Registration Statement on Form S-3

 File No. 333-292240

 Dear Ladies and Gentlemen,

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the " Act "), Cognition Therapeutics, Inc. (the " Company ")
hereby requests that the effective date of the above-referenced registration statement (the " Registration Statement ")
be accelerated to December 23, 2025 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside
counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration
Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Rachael Bushey at (445) 207-7805.

 If you have any questions
regarding this request, please contact Rachael Bushey of Goodwin Procter LLP at (445) 207-7805.

 Sincerely,

 Cognition Therapeutics, Inc.

 /s/ Lisa Ricciardi

 Lisa Ricciardi

 Chief Executive Officer

 cc:
 John Doyle, Cognition Therapeutics, Inc.

 Justin Platt, Esq., Goodwin Procter LLP

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Cognition Therapeutics, Inc.

2500 Westchester Ave.

Purchase, New York 10577

January 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Cognition Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed December 29, 2023 (File No. 333-276316)

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Cognition Therapeutics, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-276316) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement
will become effective at 4:05 PM, Eastern Time, on January 8, 2024, or as soon thereafter as is practicable, or at such other time
thereafter as our counsel, Goodwin Procter LLP, may request by telephone. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Goodwin Procter LLP, by calling Rachael M. Bushey at (445) 207-7805 or Justin Platt
at (212) 459-7360.

Please direct any questions
or comments concerning this request to Rachael M. Bushey of Goodwin Procter LLP at (445) 207-7805 or Justin Platt at (212) 459-7360.

    Sincerely,

    COGNITION THERAPEUTICS, INC.

    By:
    /s/ Lisa Ricciardi

    Name:
    Lisa Ricciardi

    Title:
    President and Chief Executive Officer

    Cc:
    Rachael M. Bushey, Goodwin Procter LLP

    Justin Platt, Goodwin Procter LLP

United States securities and exchange commission logo
January 3, 2024
Lisa Ricciardi
President and Chief Executive Officer
Cognition Therapeutics, Inc.
2500 Westchester Ave.
Purchase, NY 10577
Re:Cognition Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276316
Dear Lisa Ricciardi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Justin Platt, Esq.

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Cognition Therapeutics,
Inc.

2500 Westchester Ave.

Purchase, New York 10577

December 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Tim Buchmiller

    Re:
    Cognition Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed December 23, 2022 (File No. 333-268992)

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, Cognition Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-268992) (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:05 PM, Eastern Time,
on January 3, 2023, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton
Sanders LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Joseph Walsh at (212) 704-6030 or Rachael M. Bushey at (215) 981-4331.

Please direct any questions
or comments concerning this request to Rachael M. Bushey of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

    Sincerely,

    COGNITION THERAPEUTICS, INC.

    By:
    /s/ Lisa Ricciardi

    Name:
    Lisa Ricciardi

    Title:
    President and Chief Executive Officer

    Cc:
    Rachael M. Bushey, Troutman Pepper Hamilton Sanders LLP

    Joseph Walsh, Troutman Pepper Hamilton
    Sanders LLP

    James T. Seery, Duane Morris LLP

    Dean Colucci, Duane Morris LLP

United States securities and exchange commission logo
December 28, 2022
Lisa Ricciardi
President and Chief Executive Officer
Cognition Therapeutics, Inc.
2500 Westchester Ave.
Purchase, NY 10577
Re:Cognition Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 23, 2022
File No. 333-268992
Dear Lisa Ricciardi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joseph Walsh, Esq.

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November 7, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

 Re: Cognition Therapeutics, Inc.

Registration Statement on Form S-1 Filed November 7, 2022

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of
the underwriters, hereby join in the request of Cognition Therapeutics, Inc. that the effective date of the Registration Statement
be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time (US), on November 9, 2022, or at such later time
as the Company’s outside counsel, Troutman Pepper Hamilton Sanders LLP, may request via a telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply, and we have been informed by any other participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    Acting on behalf of itself and the several Underwriters

    CANTOR FITZGERALD & CO.

    By:
    /s/ Sage Kelly

    Name:
    Sage Kelly

    Title:
    Global Head of Investment Banking

[Signature
Page to UW Acceleration Request]

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Cognition Therapeutics, Inc.

2500 Westchester Ave.

Purchase, New York 10577

November 7, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Joshua Gorsky

Re:  Cognition Therapeutics, Inc.

Registration Statement on Form S-1, filed November 7, 2022

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, Cognition Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, filed on November 7, 2022 (the “Registration
Statement”), be accelerated so that the Registration Statement will become effective at 4:00 PM, eastern time, on November 9,
2022, or as soon thereafter as is practicable, or at such other time thereafter as our counsel, Troutman Pepper Hamilton Sanders LLP,
may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Troutman Pepper Hamilton Sanders LLP, by calling Joseph Walsh at (212) 704-6030 or Rachael M. Bushey at (215) 981-4331.

Please direct any questions or comments concerning
this request to Rachael M. Bushey of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

    COGNITION THERAPEUTICS,
    INC.

    By:
    /s/ Lisa Ricciardi

    Name: Lisa Ricciardi

    Title: President and Chief Executive Officer

Cc:  Rachael M. Bushey, Troutman Pepper Hamilton Sanders LLP

Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

Stephen Older, McGuireWoods LLP

David S. Wolpa, McGuireWoods LLP

United States securities and exchange commission logo
October 24, 2022
Lisa Ricciardi
President and Chief Executive Officer
Cognition Therapeutics, Inc.
2500 Westchester Ave.
Purchase, NY 10577
Re:Cognition Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted October 20, 2022
CIK No. 0001455365
Dear Lisa Ricciardi:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael M. Bushey

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Cognition
Therapeutics, Inc.

2500 Westchester Ave.

Purchase, New York 10577

October 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz and Celeste
Murphy

    Re:
    Cognition Therapeutics, Inc.

    Registration Statement on Form S-1

    SEC File No. 333-257999

    Filed July 19, 2021, as amended July 29, 2021,
August 20, 2021, September 10, 2021 and October 4, 2021

Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Cognition Therapeutics, Inc.
(the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-257999) (the “Registration Statement”) be accelerated so that the Registration Statement will become
effective at 4:00 PM, eastern time, on October 7, 2021, or as soon thereafter as is practicable, or at such other time thereafter
as our counsel, Troutman Pepper Hamilton Sanders LLP, may request by telephone. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Joseph Walsh at (212) 704-6030 or
Rachael M. Bushey at (215) 981-4331.

Please direct any questions
or comments concerning this request to Rachael M. Bushey of Troutman Pepper Hamilton Sanders LLP at (215) 981-4331.

    Cognition THERAPEUTICS, Inc.

    By:
    /s/ Lisa Ricciardi

    Name: Lisa Ricciardi

    Title: President and Chief Executive Officer

Cc: Rachael M. Bushey, Troutman Pepper Hamilton Sanders LLP

  Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

  Stephen Older, McGuireWoods LLP

  Rakesh Gopalan, McGuireWoods LLP

  David S. Wolpa, McGuireWoods LLP

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October 5, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cognition Therapeutics, Inc.

Registration Statement on Form S-1

File No. No. 333-257999

Acceleration Request

    Requested
    Date:
    October
    7, 2021

    Requested
    Time:
    4:00
    p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the
underwriters, hereby join in the request of Cognition Therapeutics, Inc. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time (US), on October 7, 2021, or at such later time as the Company or its
outside counsel, Troutman Pepper Hamilton Sanders LLP, may request via a telephone call to the staff of the Division of Corporation Finance
of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed approximately 970 copies of the Preliminary Prospectus dated October 4, 2020 through the date
hereof, to underwriters, dealers, institutions and others.

The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    Acting
    on behalf of itself and the several Underwriters

    B.
    RILEY SECURITIES, INC.

    By:
     /s/ Jonathan C. Rich

    Name:
    Jonathan C. Rich

    Title:
    Senior Managing Director – Head of Investment Banking
Solutions

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Troutman
Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

troutman.com

September 10, 2021

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz
and Celeste Murphy

    Re:

    Cognition Therapeutics, Inc.

    Amendment No. 2 to Registration Statement on Form
    S-1

    Filed August 20, 2021

    File No. 333-257999

Ladies and Gentlemen:

We are submitting this letter on behalf of our
client Cognition Therapeutics, Inc. (the “Company”), in response to the written comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter, dated August
25, 2021 (the “Comment Letter”) in connection with the Company’s Amemdent No. 2 to Registration Statement
on Form S-1 (the “Registration Statement”), as filed with the SEC August 26, 2021. In response to the comments
set forth in the Comment Letter, the Company has revised the Registration Statement as further described below and is publicly filing
the amended Registration Statement on Form S-1 (the “Amended S-1”) with this response letter.

For your convenience, the Company’s responses
are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in
the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Registration Statement.
Page references in the text of this response letter correspond to the page numbers of the Registration Statement.

Amendment No. 2 to Registration Statement on
Form S-1

Note 3. Financial Instruments and Fair Value
Measurements

Simple Agreements for Future Equity, page F-40

1.       We
note the discussion on page 85 that the change in fair value of the SAFE was primarily attributable to the change in the probability of
occurrence of future event inputs in the valuation model. Please revise to describe the valuation technique and quantify the significant
unobservable inputs underlying the level 3 fair value measurement of the SAFE. Refer to ASC 820-10-50-2bbb.

The Company respectfully acknowledges the Staff's comment and has revised the disclosure on page F-40 of the Amended S-1 to address the
Staff's comment.

    1

Securities and Exchange Commission

September 10, 2021

Page
2

We thank you for your prompt attention to this
letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct
any questions concerning this filing to the undersigned at 215.981.4331.

    Sincerely,

    /s/
    Rachael M. Bushey, Esq.

    Rachael
    M. Bushey, Esq.

    cc:

    Via Email

    Lisa Ricciardi, Cognition Therapeutics, Inc.

    James M. O’Brien, Cognition Therapeutics, Inc.

    Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

    Stephen Older, McGuireWoods LLP

    Rakesh Gopalan, McGuireWoods LLP

    2

United States securities and exchange commission logo
August 25, 2021
Lisa Ricciardi
Chief Executive Officer
COGNITION THERAPEUTICS INC
2403 Sidney Street
Pittsburgh, Pennsylvania 15203
Re:COGNITION THERAPEUTICS INC
Amendment No. 2 to Registration Statement on Form S-1
Filed August 20, 2021
File No. 333-257999
Dear Ms. Ricciardi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 21, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1, Filed August 20, 2021
Note 3. Financial Instruments and Fair Value Measurements
Simple Agreements for Future Equity, page F-40
1.We note the discussion on page 85 that the change in fair value of the SAFE was primarily
attributable to the change in the probability of occurrence of future event inputs in the
valuation model. Please revise to describe the valuation technique and quantify the
significant unobservable inputs underlying the level 3 fair value measurement of the
SAFE. Refer to ASC 820-10-50-2bbb.

 FirstName LastNameLisa Ricciardi
 Comapany NameCOGNITION THERAPEUTICS INC
 August 25, 2021 Page 2
 FirstName LastName
Lisa Ricciardi
COGNITION THERAPEUTICS INC
August 25, 2021
Page 2
            You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael M. Bushey, Esq.

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    Troutman Pepper
    Hamilton Sanders LLP

    3000 Two Logan Square, Eighteenth
    and Arch Streets

    Philadelphia, PA 19103-2799

    Troutman.com

FOIA CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. § 200.83

The entity requesting confidential treatment is:

Cognition Therapeutics, Inc.

2500 Westchester Ave.

Purchase, NY 10577

Attention: Lisa Ricciardi, President and Chief Executive Officer

Telephone: (917) 658-5789

July 29, 2021

VIA EDGAR AND OVERNIGHT MAIL

CONFIDENTIAL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Margaret Schwartz and Celeste Murphy

    Re:
    Cognition
                                            Therapeutics, Inc.

    Registration Statement on Form S-1

    File No. 333-257999

    Filed on July 19, 2021

Ladies and Gentlemen:

On behalf of our client,
Cognition Therapeutics, Inc. (the “Company”), we submit this supplemental letter (this “Letter”)
to assist the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) in its review of the Company’s Registration Statement on Form S-1, originally
submitted on a confidential basis by the Company to the Commission on May 7, 2021, as revised and submitted on a confidential basis
on June 23, 2021, and as revised and filed on July 19, 2021 (the “Registration Statement”).

The purpose of this Letter
is to provide supplemental information to the Staff with respect to the accounting treatment for stock-based compensation for its consideration
so that the Company may be in a position to deliver a preliminary prospectus as promptly as practicable. We are respectfully requesting
confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. § 200.83.
This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this Letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained in this Letter.

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE
MARK “[***].”

    Securities and Exchange Commission

    July 29, 2021

    Page 2

CONFIDENTIAL TREATMENT
REQUESTED BY COGNITION THERAPEUTICS, INC.

The Company’s discussion
of stock-based compensation is primarily contained within the section of the Registration Statement titled “Management’s
discussion and analysis of financial condition and results of operations—Critical accounting policies and significant judgments
and estimates—Stock-based compensation” and “—Common stock valuations” (“MD&A”)
and appears on pages 78 through 92 of the Registration Statement.

The Company supplementally
advises the Staff that, while not yet reflected in the Registration Statement, based on discussions with the Company’s Board of
Directors (the “Board”) and reflecting the input from the lead underwriters for its initial public offering
(the “IPO”), the Company currently anticipates an approximate price range of $[***]
to $[***] per share for the Company’s common stock (the “Preliminary
Price Range”), with a midpoint of the anticipated range of approximately $[***] per
share (the “Preliminary Assumed Price”). The Company is currently anticipating implementing an approximate 1-for-[***]
reverse stock split. For consistency with the Registration Statement, all data in this Letter is reflected on a pre-split basis,
unless otherwise expressly noted.

The Company’s final
post-split Preliminary Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range
will be included in a pre-effective amendment to the Registration Statement prior to any distribution of the preliminary prospectus in
connection with the Company’s roadshow.

Stock Option Grants and Equity Awards Since January 1,
2019

The board of directors (the
 “Board”) of the Company, with input from management, determined the estimated fair value of the Company’s
common stock after considering valuation reports from an independent third-party valuation specialist as well as other objective and
subjective factors described in the Registration Statement. Set forth below in this Letter is a discussion of each valuation and option
grant since January 1, 2019, along with a comparison of the estimated fair values of the Company’s common stock to the Preliminary
Assumed Price.

The following table summarizes
the number of shares of the Company’s common stock underlying stock options granted, as well as the associated per share exercise
price and the estimated fair value per share of the Company’s common stock, to determine stock-based compensation expense for financial
reporting purposes since January 1, 2019.

    Grant Date
    Number
    of Shares
 Underlying Option
 Grants and Equity
 Awards
    Option

    Exercise Price per
 Share
    Fair Value
    –
 Financial
 Reporting
 Purposes

    April 24, 2019
      297,000
    $ 0.33
    $ 0.33 (1)

    May 23, 2019
      1,190,477
    $ 0.33
    $ 0.33 (1)

    May 30, 2019
      564,663
    $ 0.33
    $ 0.33 (1)

    August 30, 2019
      130,000
    $ 0.33
    $ 0.33 (1)

    September 29, 2019
      147,500
    $ 0.33
    $ 0.33 (1)

    October 7, 2019
      423,497
    $ 0.33
    $ 0.33 (1)

    November 1, 2019
      20,000
    $ 0.33
    $ 0.33 (1)

    January 22, 2020
      4,000
    $ 0.37
    $ 0.37 (2)

    February 24, 2020
      2,000
    $ 0.37
    $ 0.37 (2)

    February 27, 2020
      237,500
    $ 0.33
    $ 0.37 (2)

    March 9, 2020
      52,000
    $ 0.37
    $ 0.37 (2)

    March 23, 2020
      65,000
    $ 0.37
    $ 0.37 (2)

    April 20, 2020
      60,000
    $ 0.37
    $ 0.37 (2)

    June 1, 2020
      2,898,686
    $ 0.37
    $ 0.37 (2)

    June 28, 2020
      107,750
    $ 0.37
    $ 0.37 (2)

    August 14, 2020
      135,000
    $ 0.37
    $ 0.37 (2)

    October 1, 2020
      272,871
    $ 0.37
    $ 0.37 (2)

    October 22, 2020
      135,000
    $ 0.37
    $ 0.37 (2)

    November 30, 2020
      60,000
    $ 0.37
    $ 0.37 (2)

    February 8, 2021
      15,000
    $ 0.54
    $ 0.54 (3)

    February 23, 2021
      165,000
    $ 0.54
    $ 0.54 (3)

    April 13, 2021
      12,500
    $ 0.54
    $ 0.54 (3)

    May 31, 2021
      25,000
    $ 1.90
    $ 1.90 (4)

    (1)
    Fair value determined for financial reporting purposes, based on the 2018 Valuation Report
    (as defined below). See “Discussion of Most Recent Fair Value Determinations—2019 Option Grants” below.

    (2)
    Fair value determined for financial reporting purposes, based on the 2019 Valuation Report
    (as defined below). See “Discussion of Most Recent Fair Value Determinations—2020 Option Grants” below.

    (3)
    Fair value determined for financial reporting purposes, based on the 2020 Valuation Report
    (as defined below). See “Discussion of Most Recent Fair Value Determinations—2021 Option Grants” below.

    (4)
    Fair value determined for financial reporting purposes, based on the 2021 Valuation Report
    (as defined below). See “Discussion of Most Recent Fair Value Determinations— Subsequent 2021 Option Grants” below.

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE
MARK “[***].”

    Securities and Exchange Commission

    July 29, 2021

    Page 3

CONFIDENTIAL TREATMENT
REQUESTED BY COGNITION THERAPEUTICS, INC.

Historical Fair Value Determination and Methodology

The Company has historically
determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued
as Compensation (the “AICPA Practice Guide”). In addition, the Board also considered numerous objective
and subjective factors described on pages 90 and 91 of the Registration Statement, along with input from management and third-party
valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement.

In order to estimate the
fair value of common stock used to price its option grants since January 1, 2019, the Company and the Board considered, among other
things, contemporaneous valuations of the Company’s common stock prepared by an independent third-party valuation firm. These third-party
valuations were performed consistent with the AICPA Practice Guide, which prescribes several valuation approaches for determining the
value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise
to its capital structure, specifically the common stock.

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE
MARK “[***].”

    Securities and Exchange Commission

    July 29, 2021

    Page 4

CONFIDENTIAL TREATMENT
REQUESTED BY COGNITION THERAPEUTICS, INC.

The Board and management
developed estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration
to the advice from its third-party valuation expert. At each grant date, the Board evaluated any recent events and their potential impact
on the estimated fair value per share of the common stock. For grants of stock awards made on dates for which there was no concurrent
independent third-party valuation, the Board determined the fair value of the common stock on the date of grant taking into consideration
the immediately preceding valuation report as well as other pertinent information available at the time of the grant.

The table below sets forth
the fair value determinations of the Company’s common stock as provided by independent third-party valuation reports between December 31,
2018 and May 1, 2021 that were considered by the Board in making each of its fair value determinations:

    Date of Estimated Fair

 Value as Determined by
 the Valuation Report
    Fair Value
    Per
 Share
    Percentage

 Change in Fair
 Value Per Share
 from Prior
 Valuation Report

    December 31, 2018
    $ 0.33
      -

    December 31, 2019
    $ 0.37
      12.12 %

    December 31, 2020
    $ 0.54
      45.95 %

    May 1, 2021
    $ 1.90
      251.85 %

The following describes the
Board’s fair value determinations in further detail, including significant intervening corporate events.

DISCUSSION OF MOST RECENT FAIR VALUE DETERMINATIONS

2019 Option Grants

The Company advises the Staff
that the Board determined the fair value of the underlying shares of common stock for option awards granted on April 24, 2019, May 23,
2019, May 30, 2019, August 30, 2019, September 29, 2019, October 7, 2019, and November 1, 2019 (collectively,
the “2019 Option Grants”) was $0.33 per share.

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE
MARK “[***].”

    Securities and Exchange Commission

    July 29, 2021

    Page 5

CONFIDENTIAL TREATMENT
REQUESTED BY COGNITION THERAPEUTICS, INC.

December 31, 2018 Valuation

At the time of the 2019 Option
Grants, the Board carefully considered all relevant information available to it, including the most recent valuation report from its
third-party valuation firm (the “2018 Valuation Report”), which concluded that, as of December 31, 2018,
the fair value of shares of the Company’s common stock was $0.33 per share. The exercise price of $0.33 was selected by the Board
to align with the fair value of the Company’s common stock as of December 31, 2018, as set forth in the 2018 Valuation Report.
In determining the fair value per share of common stock of the Company, the 2018 Valuation Report utilized the Valuation Approach and
Equity Allocation Method Selected – Hybrid Method for four separate scenarios; (i) initial public offering – short term
(the “IPO (Short Term) Scenario”), weighted at 5.0% probability, (ii) initial public offering –
long term (the “IPO (Long Term) Scenario”), weighted at 5.0% probability, (iii) an option pricing model
(“OPM”), weighted at 65.0% probability, and (iv) a dissolution scenario (the “Dissolution
Scenario”), weighted at 25.0% probability. The fair value of shares of the Company’s common stock was the weighted
average price of the four aforementioned scenarios. The IPO (Short Term) Scenario assumes a short term IPO scenario prior to the completion
of the Company’s Phase 2 trials and the IPO (Long Term) Scenario assumes a longer term IPO scenario following the successful completion
of the Company’s Phase II trials. The third-party independent valuation firm identified a number of recent IPO transactions as
of the valuation date and compared the entire values of the newly public companies as of the valuation date and considered the stage
of development, depth of clinical candidates in their product portfolios and the number of strategic partnerships and collaboration agreements
and compared those attributes to that of the Company. With respect to the IPO (Short Term) Scenario, the third-party independent valuation
firm calculated the Company’s projected enterprise value to be $150,000,000 and a weighted cost of capital of 40.0% was applied.
Given that the common stock represented a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value
estimate had to be made to account for the lack of liquidity of the common stock. This adjustment is commonly referred to as a discount
for lack of marketability (“DLOM”). Following a DLOM adjustment of 20.0%, the fair value of the common stock
as of December 31, 2018 under the IPO (Short Term) Scenario was determined to be $1.02 per share. For purposes of the IPO (Long
Term) Scenario, the third-party independent valuation firm calculated the Company’s projected enterprise value to be $330,000,000,
a weighted cost of capital of 40.0% was applied, and following a DLOM adjustment of 25.0%, the fair value per share of common stock of
the Company as of December 31, 2018 was determined to be $0.94. The OPM Framework allocates a company’s market value of invested
capital among various capital investors. The OPM takes into account the outstanding debt, the preferred shareholders liquidation preferences,
participation rights, dividend policy and conversion rights to determine how the proceeds from a liquidity event will be distributed
among the various ownership classes. For purposes of the OPM scenario, the third-party independent valuation firm calculated that Company’s
concluded equity value to be $69,000,000 under the Market Approach, based on management’s best estimates of a liquidity event at
such time, an estimated volatility of 80.0% was applied, using a 1.6 year estimated term to a liquidity event, and following a DLOM adjustment
of 35.0%, the fair value of the common stock as of December 31, 2018 was $0.36. Finally, under the Dissolution Scenario, the fair
value of the common stock as of December 31, 2018 was $0.00 and was assigned a 25.0% probability of occurrence due to the r

CORRESP
1
filename1.htm

 Troutman Pepper Hamilton
Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

troutman.com

July 29, 2021

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Eric Atallah, Kevin
Kuhar, Margaret Schwartz and Celeste Murphy

    Re:

    Cognition Therapeutics, Inc.

    Registration Statement on Form S-1

    As Filed July 19, 2021

    File No. 333-257999

Ladies and Gentlemen:

We are submitting this letter on behalf of our
client Cognition Therapeutics, Inc. (the “Company”), in response to the written comments of the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the
Staff’s letter, dated July 21, 2021 (the “Comment Letter”) in connection with the Company’s
Registration Statement on Form S-1 (the “Registration Statement”), as filed with the SEC July 19,
2021. In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement as further described
below and is publicly filing the amended Registration Statement on Form S-1 (the “Amended S-1”) with this
response letter.

For your convenience, the Company’s responses
are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in
the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Registration Statement.
Page references in the text of this response letter correspond to the page numbers of the Registration Statement.

Registration Statement on Form S-1, Filed July 19, 2021

Exhibits

 1. Please file the Restrictive Covenant Agreements with Ms. Ricciardi and Mr. O’Brien pursuant to Item 601 of Regulation
S-K.

The Company respectfully acknowledges the Staff’s
comment and advises that it has filed the Form of Restrictive Covenant Agreement of Ms. Ricciardi and Mr. O’Brien
as Exhibit 10.21 to the Amended S-1.

    1

 Securities
and Exchange Commission

July 29, 2021

Page 2

We thank you for your prompt attention to this
letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct
any questions concerning this filing to the undersigned at 215.981.4331.

  Sincerely,

  /s/ Rachael M. Bushey, Esq.

  Rachael M. Bushey, Esq.

    cc:

    Via Email

    Lisa Ricciardi, Cognition Therapeutics, Inc.

    James M. O’Brien, Cognition
    Therapeutics, Inc.

    Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

    Stephen Older, McGuireWoods LLP

    Rakesh Gopalan, McGuireWoods LLP

    2

United States securities and exchange commission logo
July 21, 2021
Lisa Ricciardi
Chief Executive Officer
COGNITION THERAPEUTICS INC
2403 Sidney Street
Pittsburgh, Pennsylvania 15203
Re:COGNITION THERAPEUTICS INC
Registration Statement on Form S-1
Filed July 19, 2021
File No. 333-257999
Dear Ms. Ricciardi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, Filed July 19, 2021
Exhibits
1.Please file the Restrictive Covenant Agreements with Ms. Ricciardi and Mr. O’Brien
pursuant to Item 601 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameLisa Ricciardi
 Comapany NameCOGNITION THERAPEUTICS INC
 July 21, 2021 Page 2
 FirstName LastName
Lisa Ricciardi
COGNITION THERAPEUTICS INC
July 21, 2021
Page 2
            You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael M. Bushey, Esq.

CORRESP
1
filename1.htm

  Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square, Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

troutman.com

July 19, 2021

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Eric Atallah, Kevin Kuhar, Margaret Schwartz and Celeste
Murphy

    Re:

    Cognition Therapeutics, Inc.

    Registration Statement on Form S-1

    Confidentially Filed May 7, 2021

    As amended June 23, 2021

    CIK No. 0001455365

Ladies and Gentlemen:

We are submitting this letter on behalf of
our client Cognition Therapeutics, Inc. (the “Company”), in response to the written comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
contained in the Staff’s letter, dated July 2, 2021 (the “Comment Letter”) in connection with
the Company’s Amended Draft Registration Statement on Form S-1 (the “Amended DRS”), confidentially
submitted to the SEC  June 23, 2021. In response to the comments set forth in the Comment
Letter, the Company has revised the  Amended DRS and is  publicly filing a revised  Registration Statement on Form S-1 (the
 “Registration Statement”) with this response letter. For the Staff’s reference, we have included both a clean
copy of the Registration Statement and a copy marked to show all changes from the Amended DRS confidentially submitted on
June 23, 2021.

For your convenience, the Company’s responses
are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in
the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the Company’s response.
Capitalized terms used but not defined in this letter shall have the respective meanings given to such terms in the Registration Statement. Page references
in the text of this response letter correspond to the page numbers of the Registration Statement.

Amendment  to Draft Registration
Statement, Submitted June 23, 2021

Summary, page 1

 1. We note your response to our prior comment number 3. Please revise your disclosure and the pipeline
table and disclosure to name the last two candidates in the pipeline table or remove them from the pipeline table.

The Company respectfully acknowledges the Staff’s
comment and advises that it has revised the Registration Statement to name these product candidates in the pipeline on pages 2 and 94 and in
the discussion of these next-generation S2R modulators on pages 94, 115 and 121.

    1

                         Securities and Exchange Commission

July 19, 2021

Page 2

Management's Discussion and Analysis of Financial Condition and Results Of Operations Contractual
Obligations, page 78

 2. We note that you have not included your Simple Agreements for Future Equity or convertible notes
in your contractual obligations table as of March 31, 2021. Please explain to us why these obligations were not included in your
table or revise your disclosure to include these obligations.

The Company respectfully acknowledges the Staff’s
comment and advises that it has revised the Registration Statement to include additional disclosure below the contractual obligations table on page
89 describing the contingent obligations pursuant to the terms of the Simple Agreements for Future Equity and convertible notes. However, the Company
determined that inclusion of such obligations in the contractual obligations table would be misleading due to the low probability of the
various contingent events occurring that would require repayment of the obligations, as well as the variable nature of the aggregate amounts
that would be payable should certain of these contingent events occur. Accordingly, the Company has not included such obligations in the contractual obligations table.

We thank you for your prompt attention to this
letter responding to the Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct
any questions concerning this filing to the undersigned at 215.981.4331.

    Sincerely,

    /s/ Rachael M. Bushey, Esq.

    Rachael M. Bushey, Esq.

    cc:

    Via Email

    Lisa Ricciardi, Cognition Therapeutics, Inc.

    James M. O’Brien, Cognition Therapeutics, Inc.

    Joseph Walsh, Troutman Pepper Hamilton Sanders LLP

    Stephen Older, McGuireWoods LLP

    Rakesh Gopalan, McGuireWoods LLP

    David S. Wolpa, McGuireWoods LLP

    2

United States securities and exchange commission logo
July 2, 2021
Lisa Ricciardi
Chief Executive Officer
COGNITION THERAPEUTICS INC
2403 Sidney Street
Pittsburgh, Pennsylvania 15203
Re:COGNITION THERAPEUTICS INC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 23, 2021
CIK No. 0001455365
Dear Ms. Ricciardi:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement, Submitted June 23, 2021
Summary, page 1
1.We note your response to our prior comment number 3. Please revise your disclosure and
the pipeline table and disclosure to name the last two candidates in the pipeline table or
remove them from the pipeline table.

 FirstName LastNameLisa Ricciardi
 Comapany NameCOGNITION THERAPEUTICS INC
 July 2, 2021 Page 2
 FirstName LastName
Lisa Ricciardi
COGNITION THERAPEUTICS INC
July 2, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results Of Operations
Contractual Obligations, page 88
2.We note that you have not included your Simple Agreements for Future Equity or
convertible notes in your contractual obligations table as of March 31, 2021.  Please
explain to us why these obligations were not included in your table or revise your
disclosure to include these obligations.
            You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael M. Bushey, Esq.

United States securities and exchange commission logo
June 3, 2021
Lisa Ricciardi
Chief Executive Officer
COGNITION THERAPEUTICS INC
2403 Sidney Street
Pittsburgh, Pennsylvania 15203
Re:COGNITION THERAPEUTICS INC
Draft Registration Statement on Form S-1
Submitted May 7, 2021
CIK No. 0001455365
Dear Ms. Ricciardi:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement, Submitted May 7, 2021
Summary, page 1
1.We note your statement on page 1 that CT1812 demonstrated a “favorable safety profile”
and on page 2 that CT1812 has continued to be generally safe. Please revise these and all
similar statements throughout your prospectus that state or imply that your product
candidates are safe as this determination is solely within the authority of the FDA and
comparable regulatory bodies.
2.On page 2 you state that you intend to advance CT1812 directly into a Phase 2 clinical
trial in the second half of 2021 for dry AMD. Please revise to state whether you have
consulted the FDA on this approach, and if not, state that the FDA may disapprove of
your ability to rely on prior studies, similar to your risk factor on page 19.

 FirstName LastNameLisa Ricciardi
 Comapany NameCOGNITION THERAPEUTICS INC
 June 3, 2021 Page 2
 FirstName LastName
Lisa Ricciardi
COGNITION THERAPEUTICS INC
June 3, 2021
Page 2
3.Please tell us why you feel CT2168 and CT2074 are material enough to be included in the
pipeline table given their early stage, lack of discussion in the prospectus and, with respect
to CT2168, lack of a specific indication.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Common Stock Valuations, page 88
4.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock
compensation. Please discuss with the staff how to submit your response.
Business
Our Pipeline, page 91
5.On page 91 you state that you currently have four ongoing clinical trials. Please reconcile
with the chart on page 99, which shows three ongoing clinical trials.
CT1812 for the Treatment of Alzheimers Disease (AD), page 96
6.Please revise to provide support for your statement on page 98 that “[d]rugs that mimic a
naturally occurring protective mutation are more likely to succeed in the clinical setting.”
7.Please revise page 99 to state whether you powered the SHINE study for statistical
significance, and, if so, state the p-value for the “significant” decline cited in your interim
results. Please provide p-values for any other study results as available. With respect to
the p-value shown on page 102, or the first time a p-value is mentioned if earlier, please
provide a brief explanation of the disclosed p-values and how p-values are used to
measure statistical significance.
Grant Funding, page 110
8.On pages 92-93 you state that the majority of your clinical trials have been funded by
grants awarded by the NIA. Please revise page 110 to describe the terms of such grants
and the other grants listed on page 110. To the extent you have an agreement with NIA,
tell us your basis for deciding not to file any agreement with NIA as an exhibit pursuant to
Item 601(b)(10) of Regulation S-K.

 FirstName LastNameLisa Ricciardi
 Comapany NameCOGNITION THERAPEUTICS INC
 June 3, 2021 Page 3
 FirstName LastName
Lisa Ricciardi
COGNITION THERAPEUTICS INC
June 3, 2021
Page 3
Intellectual Property, page 110
9.Please confirm that you do not in-license any technology that is material to your business.
To the extent that you do, please revise your intellectual property discussion accordingly,
and to the extent such technology is material, describe the terms of such agreements and
file such agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K.
Executive Compensation, page 137
10.Please revise page 137 to provide the number of shares and exercise price for the options
that are intended to be granted to Ms. Ricciardi in connection with this offering.
Note 2 - Summary of Significant Accounting Policies
Grant income, page F-9
11.Please revise to more clearly describe the arrangement(s) underlying your grant revenue
stream, including nature and parameters of the research, determination of eligible costs,
limits on reimbursement, etc.
Exhibits
12.Please file the Employee Stock Purchase Plan as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
General
13.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rachael M. Bushey, Esq.