Welcome to our dedicated page for COGNITION THERAPEUTICS SEC filings (Ticker: CGTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Cognition Therapeutics, Inc. (NASDAQ: CGTX) SEC filings page on Stock Titan provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. Cognition Therapeutics is a clinical-stage biopharmaceutical company developing small molecule therapeutics for age-related degenerative disorders of the central nervous system, and its filings give detailed insight into its operations, financing activities and governance.
Investors can review Form 8‑K current reports where the company discloses material events, such as registered direct offerings of common stock, at-the-market equity programs, placement agency agreements and significant grant or financing arrangements. These filings also document key milestones like the establishment or termination of sales agreements, as well as updates on listing compliance with The Nasdaq Stock Market LLC.
Through its registration statements on Form S‑3 and related prospectus supplements, Cognition Therapeutics outlines the terms under which it may issue additional shares, including at-the-market offerings and other equity financings used to support the development of zervimesine (CT1812) and associated clinical programs. Annual and quarterly reports, when accessed, provide broader context on research and development expenses, grant funding from the National Institute on Aging, and the status of Phase 2 studies in Alzheimer’s disease and dementia with Lewy bodies.
Stock Titan enhances these documents with AI-powered summaries that highlight the most important points from lengthy filings, helping users quickly understand financing structures, material agreements and clinical development disclosures without reading every page. Real-time updates from EDGAR ensure that new Cognition Therapeutics filings, including future 10‑K annual reports, 10‑Q quarterly reports and additional 8‑K current reports, are added as they become available. Users can also monitor insider and executive-related filings, such as Form 4 reports of beneficial ownership changes, to see how management’s equity positions evolve over time.
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.
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.
Cognition Therapeutics director Jack A. Khattar received a grant of 34,000 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Khattar's direct ownership increased to 48,500 shares.
Key details of the RSU grant:
- The RSUs were granted at $0.00 cost basis
- Vesting occurs at the earlier of June 18, 2026 or the next annual stockholder meeting
- Vesting is contingent on continuous service as director
- Each RSU converts to one share of common stock upon settlement
This Form 4 filing, signed by attorney-in-fact John Brendan Doyle, represents a standard equity compensation grant for non-employee directors, aligning the director's interests with shareholders through longer-term equity ownership.
Cognition Therapeutics, Inc. (CGTX) filed a Form 4 disclosing that director Peggy Wallace received an equity award of 34,000 restricted stock units (RSUs) on 18 June 2025. Each RSU represents the right to receive one share of common stock upon settlement. The award vests in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided Ms. Wallace remains a director on the vesting date. No cash consideration was paid (grant price $0.00).
Following this grant, Ms. Wallace’s direct beneficial ownership increases to 86,461 common shares. The filing contains no transactions involving derivative securities, sales, or open-market purchases—only the RSU award. Because the grant represents additional share issuance and not a disposition, it signals continued alignment of the director’s incentives with shareholder value creation. The absolute share count is modest relative to most public-company capital structures and therefore implies only immaterial dilution.
Key takeaways for investors: (1) insider activity is an award rather than a sale, thus not a bearish signal; (2) vesting is service-based, encouraging director retention through at least the next annual meeting; (3) the ownership update provides the latest insight into board-level insider holdings. No earnings metrics, strategic announcements, or major corporate events were included in this filing.
Cognition Therapeutics, Inc. (CGTX) – Form 4 insider transaction
Director Ellen B. Richstone reported the grant of 34,000 restricted stock units (RSUs) on 18 June 2025. The award carries an exercise price of $0.00 because RSUs convert directly into common shares upon vesting. The RSUs will vest in full on the earlier of (i) 18 June 2026 or (ii) the company’s next annual shareholder meeting, provided the director continues to serve on the board.
Following this grant, Richstone’s beneficial ownership rises to 58,500 common shares, held directly. No derivative securities were reported and no shares were sold. The filing does not reference any Rule 10b5-1 trading plan.
Because the transaction is a routine, non-cash equity grant to a board member and involves no open-market purchase or sale, it is unlikely to materially affect CGTX’s share count or near-term trading dynamics. However, the additional equity aligns the director’s incentives with shareholder value creation.