COGNITION THERAPEUTICS INC SEC Filings

Cognition Therapeutics (CGTX) furnished an 8‑K announcing its financial results for the quarter ended September 30, 2025. The company issued a press release on November 6, 2025, and provided it as Exhibit 99.1. The disclosure is furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference except as expressly stated.

The filing lists the company’s common stock on The Nasdaq Stock Market under the symbol CGTX and notes its status as an emerging growth company. Exhibit 104 (the cover page Inline XBRL data) is also included.

Amendment No. 4 to a Schedule 13D reports changes in ownership of Cognition Therapeutics, Inc. (CGTX) by a group of Bios/Cavu-related entities and individuals due to an option exercise by Dr. Aaron G.L. Fletcher and resulting shifts in percentage ownership.

The filing discloses that Dr. Fletcher exercised options, increasing his sole holdings to 6,059,555 shares (6.9%) including 27,227 sole voting shares and 19,498 shares issuable upon exercise of his options. Multiple Bios funds and affiliated entities report shared beneficial ownership; the largest consolidated holders reported are Bios Capital Management, LP with 6,032,328 shares (6.8%), Cavu Management, LP with 5,532,233 shares (6.3%) and Bios Equity Partners III, LP with 2,658,387 shares (3.0%). The Amendment also lists the composition and vesting of Dr. Fletcher's options and BP Directors' options plus 34,000 RSUs granted to Dr. Fletcher that vest by June 18, 2026 or at the next annual meeting if he remains a director.

Insider transaction summary: Aaron G.L. Fletcher, a director and 10% owner of Cognition Therapeutics, acquired 7,729 shares (and a matching option) on 09/19/2025 at $0.84 per share. After this transaction he directly holds 56,229 shares, including 48,500 shares held as nominee for BP Directors under an agreement, and reports substantial indirect ownership through multiple Bios-related funds totaling several million shares across listed entities. The filing clarifies complex fund and advisor relationships and disclaims beneficial ownership except to the extent of pecuniary interest.

Cognition Therapeutics, Inc. (CGTX) filed an 8-K reporting execution of transaction documents on August 27, 2025, with the filing signed on August 28, 2025 by President and CEO Lisa Ricciardi. The filing lists executed exhibits associated with a securities placement, including a Placement Agency Agreement, a Form of Placement Agent Warrant, a Form of Securities Purchase Agreement, and a legal opinion and consent from Goodwin Procter LLP. The cover page interactive XBRL file is included. The filing indicates a financing-related transaction was documented but does not include pricing, amounts, investor identities, or economic terms within the text provided here.

Cognition Therapeutics (CGTX) is offering 14,700,000 shares of common stock in a registered direct offering and registering Placement Agent Warrants to purchase 514,500 shares exercisable at $2.78 beginning six months after closing and expiring after five years. The prospectus supplement states estimated net proceeds of approximately $27.9 million to fund Phase 3 preparation for zervimesine (CT1812), general corporate purposes and working capital. Recent clinical progress includes positive Phase 2 SHINE (Alzheimer's) results with safety/tolerability met and biomarker signals (plasma p-tau217 subgroup) and an FDA end-of-Phase 2 meeting that confirmed a Phase 3 design may support an NDA. SHIMMER (DLB) and MAGNIFY (GA) Phase 2 toplines reported favorable signals. Safety observations include 23 incidents (9.6%) of transient LFT increases >3xULN and higher discontinuations in treated participants. The company regained Nasdaq minimum bid compliance on August 26, 2025.