Cognition Therapeutics (NASDAQ: CGTX) back in line with Nasdaq rules

Rhea-AI Filing Summary

Cognition Therapeutics, Inc. reported that it has regained compliance with Nasdaq’s minimum bid price listing rule. The company previously received a Nasdaq deficiency notice on September 12, 2024 because its common stock had traded below the $1.00 minimum bid price for 30 consecutive trading days. As of August 25, 2025, the stock had closed above $1.00 per share for more than ten consecutive trading days, satisfying the requirement.

On August 26, 2025, Nasdaq informed Cognition Therapeutics that it now meets the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) and is in compliance with Nasdaq’s listing standards.

Positive

• Regained Nasdaq listing compliance: After trading above $1.00 for more than ten consecutive days as of August 25, 2025, Cognition Therapeutics received confirmation on August 26, 2025 that it is back in compliance with Nasdaq’s minimum bid price requirement, reducing delisting risk.

Negative

• None.

Insights

Equity markets and listing standards analyst

Cognition Therapeutics removed a Nasdaq bid-price compliance risk.

Cognition Therapeutics confirms it had fallen out of compliance with Nasdaq’s minimum bid price rule tied to a $1.00 per share threshold over 30 consecutive trading days. This kind of notice can raise concerns about potential delisting if not cured within the exchange’s allowed timeframe.

The company now states that, as of August 25, 2025, its common stock closed above $1.00 per share for more than ten consecutive trading days. Based on this, Nasdaq sent a letter on August 26, 2025 confirming that Cognition Therapeutics has regained compliance with Nasdaq Listing Rule 5450(a)(1) and is in good standing with listing requirements.

This development removes an overhang related to listing status, which can matter for investor confidence and trading liquidity. Future company disclosures will show whether the share price remains above the minimum bid price threshold over time.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2025

Cognition Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40886		13-4365359
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2500 Westchester Ave. Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 481-2210

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.001 per share		CGTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously disclosed, on September 12, 2024, Cognition Therapeutics, Inc. (the “Company”) received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the bid price of its common stock had closed below the $1.00 minimum required by Nasdaq Listing Rule 5450(a)(1) for the prior 30 consecutive trading days (the “Minimum Bid Price Requirement”).

As of August 25, 2025, the Company’s common stock had closed above $1.00 per share for more than ten consecutive trading days. As a result, on August 26, 2025, the Company received a letter from Nasdaq advising that the Company had regained compliance with the Minimum Bid Price Requirement and that the Company was therefore in compliance with Nasdaq’s listing requirements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COGNITION THERAPEUTICS, INC.
Date: August 26, 2025
	By:	/s/ Lisa Ricciardi
	Name:	Lisa Ricciardi
	Title:	President and Chief Executive Officer

FAQ

Why did Cognition Therapeutics (CGTX) receive a Nasdaq deficiency notice?

Cognition Therapeutics received a Nasdaq deficiency letter on September 12, 2024 because the bid price of its common stock had closed below $1.00 for 30 consecutive trading days, violating Nasdaq Listing Rule 5450(a)(1).

How did Cognition Therapeutics (CGTX) regain compliance with Nasdaq’s minimum bid price rule?

The company’s common stock closed above $1.00 per share for more than ten consecutive trading days as of August 25, 2025, which met Nasdaq’s criteria to cure the minimum bid price deficiency.

When did Nasdaq confirm Cognition Therapeutics (CGTX) is back in compliance?

On August 26, 2025, Nasdaq sent Cognition Therapeutics a letter stating that it had regained compliance with the minimum bid price requirement and was in compliance with Nasdaq’s listing standards.

What Nasdaq rule was Cognition Therapeutics (CGTX) required to meet?

Cognition Therapeutics was required to meet Nasdaq Listing Rule 5450(a)(1), which sets the $1.00 minimum bid price requirement for its common stock.

Does Cognition Therapeutics (CGTX) remain listed on the Nasdaq Stock Market?

Yes. Following Nasdaq’s letter on August 26, 2025, Cognition Therapeutics is described as being in compliance with Nasdaq’s listing requirements, and its common stock continues to trade on The Nasdaq Stock Market LLC.