Cognition Therapeutics narrows Q3 loss to $4.15M
Zervimesine has completed Phase 2 studies in dementia with Lewy bodies, mild-to-moderate Alzheimer’s disease and geographic atrophy.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Cognition Therapeutics (CGTX) reported a third-quarter 2026 net loss of $4.145 million, versus $4.930 million a year earlier. Research and development expenses were $5.124 million versus $3.773 million, while general and administrative expenses were $2.253 million versus $2.602 million. Cash, cash equivalents and restricted cash equivalents totaled $31.475 million as of September 30, 2026, with $18.2 million in remaining obligated grant funds. The company estimates it has sufficient cash to fund operations and capital expenditures into the fourth quarter of 2027.
The company said its Phase 2 SHIMMER study showed slower DLB symptom progression. Work with the FDA’s Office of Neuroscience produced a protocol for a planned registrational zervimesine study in DLB; manufacturing, site selection and recruitment plans are being evaluated. START results in mild cognitive impairment and early Alzheimer’s disease are anticipated in the second half of 2027.
Nasdaq notified CGTX that its closing bid was below $1.00 per share for 30 consecutive business days. The notice has no immediate listing effect; the company has until May 3, 2027, to regain compliance, including a closing bid of $1.00 or more for at least 10 consecutive business days. A second 180-calendar-day period may be available if other listing standards are met and the company notifies Nasdaq of its intent to cure.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointThird-quarter net loss narrowed to $4.145 million from $4.930 million a year earlier.
Negative
- Major pointNasdaq's May 3, 2027 compliance deadline concerns its $1.00 bid minimum.
8-K Event Classification
Key Figures
Key Terms
registrational study medical
minimum bid price requirement regulatory
obligated grant funds financial
top-line results medical
Earnings Snapshot
The company estimates it has sufficient cash to fund operations and capital expenditures into the fourth quarter of 2027.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is CGTX’s Nasdaq bid-price compliance deadline?
How much cash does CGTX have, and how long does it expect that to last?
What would CGTX need to qualify for a second Nasdaq compliance period?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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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).
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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 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Cognition Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 3, 2026, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on Nasdaq Capital Market under the symbol “CGTX” at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until May 3, 2027, to regain compliance with Rule 5450(a)(1). If at any time before May 3, 2027, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.
If the Company does not regain compliance with Rule 5450(a)(1) by May 3, 2027, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Staff concludes that the Company will not be able to cure the deficiency, or if the Company does not regain compliance with the minimum bid price requirement within such additional 180 calendar day compliance period, the Staff will provide written notification to the Company that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel (“Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to Panel, such appeal would be successful.
The Company intends to actively monitor the closing bid price for its common stock and will consider available options to resolve the deficiency and regain compliance with Rule 5450(a)(1). However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Staff will grant the Company a further extension of time to regain compliance, if applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
| Exhibit No. |
Document | |
| 99.1 | Press Release, dated November 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 5, 2026 | ||
| By: | /s/ Lisa Ricciardi | |
| Name: | Lisa Ricciardi | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
Cognition Therapeutics Reports Financial Results
for the Third Quarter 2026
and Provides Business Update
- Management conference call at 8:30 a.m. ET today -
Purchase, NY – November 5, 2026 – Cognition Therapeutics, Inc. (NASDAQ: CGTX), a clinical-stage company developing product candidates that treat neurodegenerative disorders (the “Company” or “Cognition”), today reported financial results for the third quarter ended September 30, 2026, and provided a business update.
Lisa Ricciardi, Cognition’s president and CEO stated, “The work we conducted with the Office of Neuroscience at the FDA during 2026 culminated in the development of a trial protocol for a planned registrational study of zervimesine (CT1812) in people with dementia with Lewy bodies (DLB). We are now evaluating our plans for manufacturing, site selection, and patient recruitment.
“At the same time, we are working with our collaborators at the Alzheimer’s Clinical Trial Consortium (ACTC) to prepare for the conclusion of the Phase 2 START Study in people with MCI and early Alzheimer’s disease,” Ms. Ricciardi added. “Top-line results from START are anticipated in the second half of 2027 and will inform our plans for zervimesine in Alzheimer’s disease.”
Business and Corporate Highlights
| · | Aligned with FDA on primary and key secondary endpoints for Phase 3 trial of zervimesine in DLB. |
| · | Began development of Phase 3 protocol with insights from panels of people with DLB and caregivers. |
| · | Received issued patent with natural expiration of 2045 from United States Patent and Trademark Office (USPTO) covering a novel crystalline form of zervimesine. |
| · | Received notice that poster developed with Alzheimer’s Clinical Trials Consortium (ACTC) has been accepted for presentation at Clinical Trials in Alzheimer’s Disease (CTAD) annual meeting. Presentation highlights efficiencies achieved in Phase 2 START study by using p-Tau 217 assay during screening. |
Third Quarter 2026 Financial Results
Cash, cash equivalents, and restricted cash equivalents as of September 30, 2026 were approximately $31.5 million, and total obligated grant funds remaining from the National Institute of Aging, a division of the National Institute of Health were $18.2 million. The Company estimates that it has sufficient cash to fund operations and capital expenditures into the fourth quarter of 2027.
Research and development expenses were $5.1 million for the quarter ended September 30, 2026, compared to $3.8 million for the comparable period in 2025. The increase in research and development expenses was driven by higher trial activities with contract research organizations and professional fees.
General and administrative expenses were $2.3 million for the quarter ended September 30, 2026, compared to $2.6 million for the comparable period in 2025. The decrease in general and administrative expenses was driven primarily by lower professional fees and compensation.
The Company reported a net loss of $4.1 million, or $(0.04) per basic and diluted share for the third quarter ended September 30, 2026, compared to a net loss of $4.9 million, or $(0.06) per basic and diluted share for the same period in 2025.
Cognition Therapeutics, Inc.
www.cogrx.com
Conference Call & Webcast Details
| Title: | Cognition Third Quarter 2026 Financial Results and Business Update |
| Date | November 5, 2026 |
| Time: | 8:30 AM Eastern Time |
| Dial In: | Toll Free (US & Canada) 1-800-715-9871 |
| US/International Toll | 1-646-307-1963 |
| Conference ID: | 9023814 |
| Call me™: | https://registrations.events/easyconnect/9023814/recFvJxj663evg74H/ |
| Webcast: | https://webcast.ir-events.com/bKXwO501v80 |
About Cognition Therapeutics
Cognition Therapeutics, Inc. is a clinical-stage biopharmaceutical company dedicated to helping millions of families seeking effective treatments for devastating neurodegenerative diseases through the development of novel, accessible therapies. The company has led pioneering research into the underlying mechanisms of degenerative nerve disorders. Our scientific approach builds on well-established biological pathways and translates across indications in which toxic oligomers drive disease progression, offering potential in dementia with Lewy bodies (DLB), Alzheimer’s disease, geographic atrophy, Parkinson’s, among others. The company’s lead candidate, zervimesine (CT1812), is an investigational once-daily oral therapy that has demonstrated promise in Phase 2 clinical trials in DLB and mild-to-moderate Alzheimer’s disease. Backed by nearly $200 million in National Institutes of Health and related foundation grants, Cognition Therapeutics continues to advance clinical research in its efforts to bring forth solutions that meet patients where they are and reduce caregiver burden. Learn more at cogrx.com.
About Dementia with Lewy Bodies (DLB)
Dementia with Lewy bodies (DLB) is a progressive, fatal neurodegenerative disease characterized by neuropsychiatric, cognitive, and motor deficits. It is the second most common cause of dementia. It is estimated that 1.4 million Americans are living with DLB. However, research shows that more than half are never diagnosed during their lifetime, suggesting that the prevalence of DLB could be substantially higher. There are no approved drugs to slow the decline of DLB or treat the symptoms that are core features of the disease.
About Zervimesine (CT1812)
Zervimesine (CT1812) is currently being studied in the Phase 2 START Study (NCT05531656) in patients with MCI and early Alzheimer’s disease. Phase 2 clinical studies have concluded in dementia with Lewy bodies (DLB), mild-to-moderate Alzheimer’s disease, and geographic atrophy secondary to dry AMD. In the Phase 2 SHIMMER study in DLB (NCT05225415), zervimesine was shown to slow DLB disease progression, resulting in a slowing of neuropsychiatric, cognitive, motor, and functional symptom progression. Zervimesine has been generally well tolerated in clinical studies to date.
Zervimesine is protected by a robust intellectual property portfolio including a recently issued composition of matter patent covering a novel crystalline form that has a natural expiration of 2045. The USAN Council has adopted zervimesine as the United States Adopted Name (USAN) for CT1812.
Cognition Therapeutics, Inc.
www.cogrx.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this press release or made during the conference, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limited to, our cash runway, statements regarding our product candidates, including zervimesine (CT1812), and any expected or implied benefits or results, including that initial clinical results observed with respect to zervimesine will be replicated in later trials and our clinical development plans, including statements regarding our planned FDA interactions and registrational program for zervimesine, as well as statements regarding our regulatory plans, are forward-looking statements. These statements, including statements relating to the timing and expected results of our clinical trials involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “forecast,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond our control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: competition; our ability to secure new (and retain existing) grant funding; our ability to grow and manage growth, maintain relationships with suppliers and retain our management and key employees; our ability to successfully advance our current and future product candidates through development activities, preclinical studies and clinical trials and costs related thereto; uncertainties inherent in the results of preliminary data, pre-clinical studies and earlier-stage clinical trials being predictive of the results of early or later-stage clinical trials; the timing, scope and likelihood of regulatory filings and approvals, including regulatory approval of our product candidates; changes in applicable laws or regulations; the possibility that we may be adversely affected by other economic, business or competitive factors, including ongoing economic uncertainty; our estimates of expenses and profitability; the evolution of the markets in which we compete; our ability to implement our strategic initiatives and continue to innovate our existing products; our ability to defend our intellectual property; the impacts of ongoing global and regional conflicts on our business, supply chain and labor force; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; and the risks and uncertainties described more fully in the “Risk Factors” section of our annual and quarterly reports filed with the Securities & Exchange Commission and are available at www.sec.gov. These risks are not exhaustive and we face both known and unknown risks. You should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Cognition Therapeutics, Inc.
www.cogrx.com
Cognition Therapeutics, Inc.
Unaudited Selected Financial Data
| (in thousands, except share and per share data amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| Statements of Operations Data: | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | $ | 5,124 | $ | 3,773 | $ | 16,341 | $ | 26,040 | ||||||||
| General and administrative | 2,253 | 2,602 | 7,591 | 8,088 | ||||||||||||
| Total operating expenses | 7,377 | 6,375 | 23,932 | 34,128 | ||||||||||||
| Loss from operations | (7,377 | ) | (6,375 | ) | (23,932 | ) | (34,128 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Grant income | 2,966 | 1,215 | 10,463 | 13,407 | ||||||||||||
| Other income, net | 267 | 230 | 831 | 585 | ||||||||||||
| Interest expense | (1 | ) | — | (9 | ) | (8 | ) | |||||||||
| Total other income, net | 3,232 | 1,445 | 11,285 | 13,984 | ||||||||||||
| Net loss and comprehensive loss | $ | (4,145 | ) | $ | (4,930 | ) | $ | (12,647 | ) | $ | (20,144 | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | (0.04 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (0.30 | ) | ||||
| Diluted | $ | (0.04 | ) | $ | (0.06 | ) | $ | (0.14 | ) | $ | (0.30 | ) | ||||
| Weighted-average common shares outstanding: | ||||||||||||||||
| Basic | 95,096,095 | 77,951,513 | 91,658,892 | 67,488,145 | ||||||||||||
| Diluted | 95,096,095 | 77,951,513 | 91,658,892 | 67,488,145 | ||||||||||||
| As of | ||||||||
| (in thousands) | September 30, 2026 | December 31, 2025 | ||||||
| Balance Sheet Data: | ||||||||
| Cash, cash equivalents, and restricted cash equivalents | $ | 31,475 | $ | 37,000 | ||||
| Total assets | 34,803 | 48,390 | ||||||
| Total liabilities | 5,526 | 14,119 | ||||||
| Accumulated deficit | (211,294 | ) | (198,647 | ) | ||||
| Total stockholders’ equity | 29,277 | 34,271 | ||||||
| Contact Information: Cognition Therapeutics, Inc. info@cogrx.com |
Mike Moyer (investors) LifeSci Advisors mmoyer@lifesciadvisors.com |
Cognition Therapeutics, Inc.
www.cogrx.com