Cognition Therapeutics Enters Material Definitive Agreement

TL;DR

Cognition Therapeutics signed a big deal, details TBD.

AI Summary

Cognition Therapeutics, Inc. announced on August 27, 2025, that it entered into a material definitive agreement. The filing does not provide specific details about the agreement, its terms, or any associated financial figures.

Why It Matters

This filing indicates a significant business development for Cognition Therapeutics, Inc., though the lack of detail leaves the specific impact on the company and its stakeholders unclear.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which is significant, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Cognition Therapeutics, Inc. (company) — Registrant
• August 27, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par valueper share CGTX The Nasdaq
• $2.05 — o such investors at a purchase price of $2.05 per share in a registered direct offeri
• $30.1 m — from the Offering will be approximately $30.1 million, before paying the placement agen
• $2 — ts will have an exercise price equal to $2.78, and will be exercisable commencing
• $100,000 — ny also agreed to reimburse Titan up to $100,000 for its expenses. The Agreements conta

Filing Documents

• tm2524576d2_8k.htm (8-K) — 30KB
• tm2524576d2_ex1-1.htm (EX-1.1) — 52KB
• tm2524576d2_ex4-1.htm (EX-4.1) — 88KB
• tm2524576d2_ex5-1.htm (EX-5.1) — 11KB
• tm2524576d2_ex10-1.htm (EX-10.1) — 191KB
• tm2524576d2_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-25-084845.txt ( ) — 632KB
• cgtx-20250827.xsd (EX-101.SCH) — 3KB
• cgtx-20250827_lab.xml (EX-101.LAB) — 33KB
• cgtx-20250827_pre.xml (EX-101.PRE) — 22KB
• tm2524576d2_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 27, 2025, Cognition Therapeutics, Inc. (the "Company") entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with two institutional investors (the "Purchasers") relating to the issuance of an aggregate of 14,700,000 shares of the Company's common stock, par value of $0.001 per share (the "Common Stock") to such investors at a purchase price of $2.05 per share in a registered direct offering (the "Offering"). The Company also entered into a Placement Agency Agreement on such date (the "Placement Agency Agreement," and together with the Securities Purchase Agreements, the "Agreements") with Titan Partners Group LLC, a division of American Capital Partners, LLC ("Titan"), who is acting as the sole placement agent for the Offering. The gross proceeds from the Offering will be approximately $30.1 million, before paying the placement agent fees and other estimated offering expenses. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-268992) previously filed by the Company with the Securities and Exchange Commission (the "SEC") on December 23, 2022 and declared effective on January 3, 2023. The Offering is being made only by means of a base prospectus forming a part of the effective registration statement and a prospectus supplement relating to the Offering. The Offering is expected to close on or about August 29, 2025. In connection with the Placement Agency Agreement, the Company agreed to pay Titan an aggregate cash fee of 7.0% of the gross proceeds raised from the sale and issuance of the shares of Common Stock minus certain expenses. Additionally, the Company agreed to issue warrants to Titan to purchase up to 514,500 shares of Common Stock (the "Placement Agent Warrants"). The Placement Agent Warrants will have an exercise price equal to $2.78, and will be exercisable commencing six months after the closing of the Offering

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Placement Agency Agreement dated August 27, 2025. 4.1* Form of Placement Agent Warrant. 5.1* Opinion of Goodwin Procter LLP. 10.1* Form of Securities Purchase Agreement dated August 27, 2025. 23.1* Consent of Goodwin Procter LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COGNITION THERAPEUTICS, INC. Date: August 28, 2025 By: /s/ Lisa Ricciardi Name: Lisa Ricciardi Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR