Cognition Therapeutics INC 8-K Filing

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share CGTX The Nasdaq Stock Mar
• $75,000,000 — Company may sell up to an aggregate of $75,000,000 of shares of its Common Stock. Any Sha
• $40,000,000 — ompany could sell up to an aggregate of $40,000,000 of shares of its Common Stock (the "202
• $12,500,000 — ior to termination, up to approximately $12,500,000 of the 2022 ATM Shares remained availab

Filing Documents

• tm2533712d1_8k.htm (8-K) — 28KB
• 0001104659-25-122555.txt ( ) — 191KB
• cgtx-20251216.xsd (EX-101.SCH) — 3KB
• cgtx-20251216_lab.xml (EX-101.LAB) — 33KB
• cgtx-20251216_pre.xml (EX-101.PRE) — 22KB
• tm2533712d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 18, 2025, Cognition Therapeutics, Inc. (the " Company") entered into an Open Market Sale Agreement SM (the "Sales Agreement") with Jefferies LLC ("Jefferies"), pursuant to which the Company may sell, from time to time, at its option, shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), through or to Jefferies, as sales agent or principal (the "ATM Offering"). Pursuant to the prospectus supplement (the "ATM Prospectus Supplement") filed with the Securities and Exchange Commission (the "SEC") on December 18, 2025, the Company may sell up to an aggregate of $75,000,000 of shares of its Common Stock. Any Shares to be offered and sold under the Sales Agreement will be issued and sold by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company. On December 18, 2025, the Company filed the ATM Prospectus Supplement with the SEC in connection with the offer and sale of the Shares pursuant to the Sales Agreement. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares pursuant to the ATM Offering is attached as Exhibit 5.2 to the registration statement on Form S-3, which was filed on December 18, 2025, and is incorporated by reference herein (the "Registration Statement"). will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement. The Company will pay Jefferies a commission of 3.0% of the gross sales price per share of Common Stock sold under the Sales

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on December 23, 2022, the Company entered into a Controlled Equity Offering SM Sales Agreement (the "Previous Sales Agreement") with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. ("B. Riley") as sales agents, to sell, at the Company's option, shares of the Company's Common Stock (the "2022 ATM Program") . Pursuant to the registration statement on Form S-3 (File No. 333-168992) filed with the SEC on December 23, 2022, which was declared effective on January 3, 2023 (the "2022 Registration Statement"), and a prospectus supplement included therein, the Company could sell up to an aggregate of $40,000,000 of shares of its Common Stock (the "2022 ATM Shares"). On December 16, 2025, the Company delivered written notice to B. Riley to terminate the Previous Sales Agreement, effective as of December 18, 2025, pursuant to Section 12(b) thereof. The Company is not subject to any termination penalties related to the termination of the Previous Sales Agreement. Prior to termination, up to approximately $12,500,000 of the 2022 ATM Shares remained available for sale pursuant to the Previous Sales Agreement. As a result of the termination of the Previous Sales Agreement, the Company will not offer or sell any shares under the 2022 ATM Program. A copy of the Previous Sales Agreement was filed as Exhibit 1.2 to the 2022 Registration Statement. The description of the Previous Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Previous Sales Agreement filed as Exhibit 1.2 to the 2022 Registration Statement.

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. Date : December 18, 2025 By: /s/ Lisa Ricciardi Name: Lisa Ricciardi Title: President and Chief Executive Officer

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