Cognition Therapeutics Enters Material Definitive Agreement

TL;DR

CTXI just signed a big deal, filing an 8-K to prove it.

AI Summary

Cognition Therapeutics, Inc. announced on March 11, 2024, that it entered into a Material Definitive Agreement. The company, incorporated in Delaware with its principal executive offices in Purchase, NY, filed this 8-K report to disclose this significant event. Further details regarding the agreement are expected to be provided.

Why It Matters

This filing indicates a significant business development for Cognition Therapeutics, potentially impacting its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry significant risks and opportunities, the nature of which is not yet fully disclosed.

Key Players & Entities

• Cognition Therapeutics, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Purchase, NY (location) — Principal executive offices
• March 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share CGTX The Nasdaq Stock Mar
• $1.75 — n Stock") at a public offering price of $1.75 per share (the "Offering Price"). Pursu
• $10.4 million — o receive net proceeds of approximately $10.4 million from the Offering, after deducting unde

Filing Documents

• tm248691d1_8k.htm (8-K) — 31KB
• tm248691d1_ex1-1.htm (EX-1.1) — 265KB
• tm248691d1_ex5-1.htm (EX-5.1) — 9KB
• tm248691_ex5-1img002.jpg (GRAPHIC) — 6KB
• 0001104659-24-033923.txt ( ) — 551KB
• cgtx-20240311.xsd (EX-101.SCH) — 3KB
• cgtx-20240311_lab.xml (EX-101.LAB) — 33KB
• cgtx-20240311_pre.xml (EX-101.PRE) — 22KB
• tm248691d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On March 11, 2024, Cognition Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Titan Partners Group LLC, a division of American Capital Partners, LLC (the "Underwriter"), pursuant to which the Company agreed to issue and sell to the Underwriter, in a public offering (the "Offering"), 6,571,428 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") at a public offering price of $1.75 per share (the "Offering Price"). Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriter a 30-day option to purchase up to an additional 985,714 shares of Common Stock at the Offering Price. The Offering is expected to close on or about March 14, 2024, subject to the satisfaction of customary closing conditions. The Shares will be issued pursuant to a Registration Statement on Form S-3 (File No. 333-268992) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on December 23, 2022 and declared effective by the Commission on January 3, 2023, and a related prospectus, including the related prospectus supplement dated March 11, 2024. The Company expects to receive net proceeds of approximately $10.4 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund research, clinical development, process development and manufacturing of our product candidates, working capital, capital expenditures and general corporate purposes. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended. The representati

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated as of March 11, 2024, by and between Cognition Therapeutics, Inc. and Titan Partners Group LLC, as representative of the underwriters 5.1 Opinion of Goodwin Procter LLP 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. By: /s/ Lisa Ricciardi Name: Lisa Ricciardi Title: President and Chief Executive Officer Date: March 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR