Exhibit 4.1


 


 


NUMBER  SPECIMEN - NOT
NEGOTIABLE  SPECIMEN not negotiable SHARES COMMON
STOCK  SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE CUSIP 19243B 10 2 This
Certifies That:  is the
owner of  FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF  Cognition Therapeutics,
Inc.
 transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate
duly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate
of Incorporation and Bylaws of the Corporation, as now in effect or as hereafter amended. This certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.  PRESIDENT AND CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER COUNTERSIGNED AND REGISTERED: AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC  BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE Dated:



 



    


      


    

 





 


THE CORPORATION
WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES
AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY,
IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ....................Custodian....................
TEN ENT - as tenants by the entireties (Cust) (Minor)  JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship
and not as  tenants in common Act................... (State)  Additional abbreviations may also be used though not in the above
list. For Value Received, hereby sell, assign and transfer unto  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)  Shares
of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock
on the books of the within named Corporation with full power of substitution in the premises. Dated  NOTICE: THE
SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.  Signature(s) Guaranteed By  The Signature(s) must be guaranteed by
an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved
Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com