COGNITION THERAPEUTICS INC SEC Filings

Cognition Therapeutics established a new at-the-market stock offering program that permits it to sell up to $75,000,000 of common shares through Jefferies as sales agent or principal. Sales, if any, will be made under a prospectus supplement filed on December 18, 2025, and effected as at-the-market transactions or negotiated deals under a Form S-3 registration statement.

The company also terminated its prior at-the-market program started in 2022 with Cantor Fitzgerald and B. Riley, which had authorized up to $40,000,000 of sales and had approximately $12,500,000 of capacity remaining at termination. Cognition Therapeutics incurred no termination penalties and will no longer sell shares under the 2022 program.

Cognition Therapeutics, Inc. is establishing a shelf program that would allow it to offer and sell up to $300,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units from time to time. Within this, it has a separate sales agreement with Jefferies LLC to issue and sell up to $75,000,000 of common stock through an at-the-market offering. The company intends to use any net proceeds for general corporate purposes, including research and clinical development, working capital and capital expenditures.

Cognition is a clinical‑stage biopharmaceutical company developing small‑molecule therapies for age‑related degenerative diseases, led by zervimesine (CT1812) for Alzheimer’s disease, dementia with Lewy bodies and geographic atrophy. Multiple Phase 2 studies have met primary safety and tolerability endpoints and showed signals of clinical and biomarker benefit. As of September 30, 2025, it had 88,268,078 common shares outstanding and remains an emerging growth and smaller reporting company under U.S. securities rules.

Cognition Therapeutics (CGTX) filed its Q3 2025 10‑Q, highlighting a stronger cash position and continued R&D progress. Cash and cash equivalents were $39.3 million as of September 30, 2025, up from $25.0 million at year‑end 2024, supported by a registered direct offering that raised net proceeds of $27.9 million and ongoing ATM sales. Total assets were $43.4 million and stockholders’ equity was $36.5 million.

The company reported a Q3 net loss of $4.9 million and a nine‑month net loss of $20.1 million, as operating expenses fell year over year. Nine‑month grant income totaled $13.4 million, mitigating R&D spend. Shares outstanding were 88,268,078 as of September 30, 2025, and 88,274,258 as of November 3, 2025. Management states its cash is sufficient to fund operations for the period through one year after this filing, aided by the August financing. Clinical updates included FDA end‑of‑Phase 2 minutes confirming the Phase 3 plan for zervimesine in Alzheimer’s disease and positive Phase 2 signals in dementia with Lewy bodies and geographic atrophy.

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.