Filing Analysis
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended June 30, 2026. The filing serves as a formal announcement of the company's recent operational and financial performance.
📋 Key Facts
- Report date: August 6, 2026
- Reporting period: Quarter ended June 30, 2026
- The company is an 'emerging growth company' as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
Cognition Therapeutics, Inc. announced it has received written feedback from the FDA following a meeting held in May 2026 regarding its recent clinical/regulatory developments.
🚩 Red Flags
- Regulatory uncertainty: The specific nature of the FDA feedback (positive vs. negative) is not disclosed in the 8-K text, creating potential volatility upon full disclosure.
📋 Key Facts
- The Company met with the FDA in May 2026.
- Written feedback from the FDA was received on June 24, 2026.
- The announcement was made via a press release filed as Exhibit 99.1.
Cognition Therapeutics reported the results of its Annual Meeting of Stockholders held on June 17, 2026. The stockholders elected two Class II directors and ratified the appointment of Ernst & Young LLP as the independent auditor for the 2026 fiscal year.
📋 Key Facts
- Annual Meeting of Stockholders held virtually on June 17, 2026.
- Aaron Fletcher, Ph.D. and Lisa Ricciardi were elected as Class II directors to serve until the 2029 Annual Meeting.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the 2026 fiscal year.
- Voting for auditor ratification: 49,039,407 For, 126,951 Against, and 643,517 Abstentions.
Cognition Therapeutics, Inc. filed an 8-K to furnish an investor presentation under Regulation FD. The filing serves as a formal disclosure of materials the company may use in discussions with investors and analysts.
📋 Key Facts
- The filing date is June 4, 2026.
- The company furnished an investor presentation as Exhibit 99.1.
- The information is provided solely to satisfy Regulation FD requirements and is not deemed 'filed' under Section 18 of the Exchange Act.
Cognition Therapeutics, Inc. announced the completion of its meeting with the U.S. Food and Drug Administration (FDA) regarding zervimesine for dementia with Lewy bodies patients with psychosis.
📋 Key Facts
- The company filed an Item 8.01 (Other Events) 8-K on May 21, 2026.
- The filing announces the completion of a meeting with the FDA.
- The meeting focused on the development of zervimesine for dementia with Lewy bodies patients with psychosis.
- A press release detailing the meeting was filed as Exhibit 99.1.
Cognition Therapeutics, Inc. announced its financial results for the first quarter ended March 31, 2026. The announcement was made via a press release furnished as an exhibit to the 8-K filing.
📋 Key Facts
- The filing reports financial results for the fiscal quarter ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The press release was issued on May 7, 2026, and is included as Exhibit 99.1.
- The company is classified as an emerging growth company.
Cognition Therapeutics announced its financial results for the fiscal year ended December 31, 2025, and furnished an updated investor presentation.
📋 Key Facts
- The company reported financial results for the year ended December 31, 2025, on March 26, 2026.
- Furnished Exhibit 99.1: Press Release regarding financial results.
- Furnished Exhibit 99.2: Updated investor presentation for discussions with analysts and investors.
- The company maintains its status as an emerging growth company.
Cognition Therapeutics announced plans to advance the development of its drug candidate, zervimesine, for the treatment of dementia with Lewy bodies (DLB) psychosis. The announcement was made via a press release on March 2, 2026.
📋 Key Facts
- The company is advancing zervimesine for the treatment of dementia with Lewy bodies (DLB) psychosis.
- The announcement was filed under Item 8.01 (Other Events) on March 2, 2026.
- Cognition Therapeutics is classified as an emerging growth company.
Cognition Therapeutics, Inc. announced the completion of a Type C meeting with the FDA regarding its drug candidate zervimesine for the treatment of dementia with Lewy bodies.
📋 Key Facts
- The company completed a 'Type C' meeting with the U.S. Food and Drug Administration (FDA).
- The subject of the meeting was zervimesine, intended for use in treating dementia with Lewy bodies.
- The announcement was made via press release on January 27, 2026.
Cognition Therapeutics entered into a new $75 million At-The-Market (ATM) equity offering agreement with Jefferies LLC, while simultaneously terminating a previous $40 million ATM program with Cantor Fitzgerald and B. Riley.
🚩 Red Flags
- Significant potential dilution for existing shareholders via a new $75M equity program.
- The company is actively replacing one equity financing mechanism with a larger one, suggesting ongoing need for liquidity/cash runway extension.
📋 Key Facts
- Entered into an Open Market Sale Agreement with Jefferies LLC on December 18, 2025.
- The new ATM offering allows for the sale of up to $75,000,000 in common stock.
- Jefferies will receive a 3.0% commission on gross sales price per share.
- Terminated the previous Sales Agreement with Cantor Fitzgerald & Co. and B. Riley Securities, Inc., effective December 18, 2025.
- Approximately $12,500,000 in shares remained available under the terminated 2022 ATM Program.
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended September 30, 2025. The filing serves as a formal announcement of the company's recent earnings performance.
📋 Key Facts
- Report date: November 6, 2025
- Reporting period: Quarter ended September 30, 2025
- The filing includes Exhibit 99.1 containing the press release of financial results
- Company is classified as an emerging growth company
Cognition Therapeutics, Inc. filed an 8-K to provide an updated investor presentation (Exhibit 99.1) for use in discussions with investors and analysts.
📋 Key Facts
- The filing is a routine disclosure of an investor presentation under Item 8.01 (Other Events).
- The report was filed on September 15, 2025.
- The company is classified as an 'emerging growth company'.
Cognition Therapeutics, Inc. entered into agreements for a registered direct offering of 14.7 million shares at $2.05 per share to two institutional investors. The offering is expected to raise approximately $30.1 million in gross proceeds.
🚩 Red Flags
- Significant dilution for existing shareholders due to the issuance of 14.7 million new shares.
- Placement agent warrants represent additional potential dilutive overhang.
📋 Key Facts
- Total shares to be issued: 14,700,000 shares of common stock.
- Offering price: $2.05 per share.
- Gross proceeds: Approximately $30.1 million (before fees and expenses).
- Placement Agent: Titan Partners Group LLC (division of American Capital Partners, LLC).
- Placement Agent Fee: 7.0% cash fee plus warrants to purchase up to 514,500 shares.
- Warrant terms: Exercise price of $2.78; exercisable in 6 months; 5-year term.
- Lock-up period: Directors and executive officers are subject to a 60-day lock-up following closing.
- Expected closing date: On or about August 29, 2025.
Cognition Therapeutics, Inc. has regained compliance with Nasdaq's minimum bid price requirement after its stock closed above $1.00 for more than ten consecutive trading days as of August 25, 2025.
🚩 Red Flags
- Historical delisting risk (deficiency notice issued in Sept 2024)
📋 Key Facts
- The company received a deficiency letter from Nasdaq on September 12, 2024, regarding the Minimum Bid Price Requirement (Nasdaq Listing Rule 5450(a)(1)).
- As of August 25, 2025, common stock closed above $1.00 per share for more than ten consecutive trading days.
- Nasdaq notified the company on August 26, 2025, that it has regained compliance with the Minimum Bid Price Requirement.
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended June 30, 2025. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: August 7, 2025
- Reporting period: Quarter ended June 30, 2025
- The company is an 'emerging growth company' as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
Cognition Therapeutics, Inc. held its Annual Meeting of Stockholders on June 18, 2025, reporting the election of two Class I directors and the ratification of Ernst & Young LLP as independent auditors.
📋 Key Facts
- Annual Meeting of Stockholders held virtually on June 18, 2025.
- Peggy Wallace elected to the Board of Directors (Class I) through the 2028 Annual Meeting.
- Ellen B. Richstone elected to the Board of Directors (Class I) through the 2028 Annual Meeting.
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year 2025.
Cognition Therapeutics, Inc. announced the launch of an expanded access program for its drug candidate zervimesine targeting patients with dementia with Lewy bodies.
📋 Key Facts
- The company launched an expanded access program for zervimesine on June 3, 2025.
- The program is specifically for patients with dementia with Lewy bodies.
- The announcement was made via a press release filed as Exhibit 99.1.
Cognition Therapeutics, Inc. filed an 8-K to furnish an investor presentation (Exhibit 99.1) intended for use in discussions with investors and analysts.
📋 Key Facts
- The filing was made on June 2, 2025.
- The company is an emerging growth company.
- An investor presentation was furnished as Exhibit 99.1.
Cognition Therapeutics, Inc. announced topline results from its Phase 2 COG2201 'MAGNIFY' clinical trial evaluating zervimesine for geographic atrophy secondary to dry age-related macular degeneration.
📋 Key Facts
- Announcement date: May 8, 2025
- Trial Name: Phase 2 COG2201 'MAGNIFY' trial
- Drug Candidate: zervimesine
- Indication: Geographic atrophy secondary to dry age-related macular degeneration (dry AMD)
- Event Type: Topline clinical trial results announcement
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended March 31, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Financial results pertain to the quarter ended March 31, 2025.
- The company is an emerging growth company.
Cognition Therapeutics, Inc. filed an 8-K to furnish its press release announcing financial results for the fiscal year ended December 31, 2024.
📋 Key Facts
- The filing is a standard announcement of annual financial results (Item 2.02).
- Reporting period: Year ended December 31, 2024.
- Date of report: March 20, 2025.
- Company is an emerging growth company.
Cognition Therapeutics received a second extension from Nasdaq to regain compliance with the minimum $1.00 bid price requirement. As part of this extension, the company's listing will be transferred from the Nasdaq Global Market to the Nasdaq Capital Market effective March 14, 2025.
🚩 Red Flags
- Delisting risk: Failure to meet compliance by Sept 8, 2025, will result in delisting notice.
- Market tier downgrade: Transfer from Nasdaq Global Market to Nasdaq Capital Market indicates declining liquidity/market profile.
- Potential for reverse stock split: Management explicitly identified this as a likely remedial action.
📋 Key Facts
- Nasdaq granted an additional 180-day extension until September 8, 2025, to regain compliance with Rule 5450(a)(1).
- The company's listing will be transferred from the Nasdaq Global Market to the Nasdaq Capital Market effective March 14, 2025.
- To regain compliance, the stock must close at $1.00 or higher for at least 10 consecutive business days before September 8, 2025.
- The company explicitly mentioned a reverse stock split as a potential option to resolve the deficiency.
Cognition Therapeutics, Inc. announced that its Phase 2 study of oral Zervimesine (CT1812) for Geographic Atrophy has successfully passed a pre-defined futility analysis. This indicates the drug candidate remains viable for continued clinical development.
📋 Key Facts
- Company issued a press release on February 26, 2025, regarding Phase 2 study results.
- The study involves oral Zervimesine (CT1812) for the treatment of Geographic Atrophy.
- The drug candidate successfully passed a pre-defined futility analysis.
Cognition Therapeutics, Inc. filed an 8-K to furnish a corporate presentation intended for use in discussions with investors, analysts, and other parties.
📋 Key Facts
- The filing is dated January 28, 2025.
- The company furnished Exhibit 99.1, which is a corporate presentation.
- The report was signed by Lisa Ricciardi, President and CEO.
Cognition Therapeutics, Inc. filed an 8-K to furnish an investor presentation pursuant to Regulation FD. The filing does not contain material financial changes or corporate structural updates.
📋 Key Facts
- Filed on January 13, 2025
- Company is an emerging growth company
- The filing includes Exhibit 99.1: Investor presentation of Cognition Therapeutics, Inc.
Cognition Therapeutics, Inc. released a corporate presentation containing topline data from its Phase 2 COG1201 SHIMMER study. This is an informational update regarding clinical trial progress rather than a material financial or structural event.
📋 Key Facts
- The filing relates to the release of topline data from the Phase 2 COG1201 SHIMMER study.
- Data was presented via a corporate slide presentation (Exhibit 99.1).
- Filed on December 18, 2024.
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended September 30, 2024.
📋 Key Facts
- Report date: November 13, 2024.
- Reporting period: Quarter ended September 30, 2024.
- The filing is primarily used to furnish the press release containing financial results (Item 2.02).
- Information under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Cognition Therapeutics, Inc. filed an 8-K to furnish an investor presentation pursuant to Regulation FD. This is a routine disclosure intended to provide information to analysts and investors.
📋 Key Facts
- The filing was made on October 1, 2024.
- The company furnished an investor presentation as Exhibit 99.1.
- The disclosure is for purposes of Regulation FD (Fair Disclosure).
Cognition Therapeutics, Inc. received a deficiency letter from Nasdaq because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days. The company has until March 11, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice/non-compliance with minimum bid price requirement
- Stock trading below $1.00 for 30 consecutive business days indicates significant downward momentum or lack of investor confidence
- Risk of delisting from Nasdaq Global Market to Nasdaq Capital Market or complete removal if compliance is not met
📋 Key Facts
- Received deficiency letter from Nasdaq Listing Qualifications Department on September 12, 2024.
- Violation of Nasdaq Listing Rule 5450(a)(1) regarding minimum $1.00 bid price requirement.
- The company has a 180-day grace period to regain compliance, expiring March 11, 2025.
- Compliance can be achieved if the stock closes at $1.00 or more for 10 consecutive business days.
- A second 180-day extension may be available via transfer to Nasdaq Capital Market if the company meets other market value requirements.
Cognition Therapeutics, Inc. filed an 8-K to furnish an investor presentation pursuant to Regulation FD. The filing does not contain material financial changes or structural corporate updates.
📋 Key Facts
- Filed on August 28, 2024
- The company is providing an investor presentation (Exhibit 99.1) to satisfy Regulation FD requirements
- The filing is for the purpose of communicating information with investors and analysts
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ended June 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting date: August 8, 2024.
- Financial results cover the quarter ended June 30, 2024.
- The company is an emerging growth company.
Cognition Therapeutics, Inc. filed an 8-K to provide an updated investor presentation (Exhibit 99.1). The filing does not contain material financial changes or structural corporate updates.
📋 Key Facts
- The company furnished an investor presentation as Exhibit 99.1.
- Filed on July 29, 2024.
- No specific business developments or financial results were detailed in the text of the filing itself.
Cognition Therapeutics, Inc. held its Annual Meeting of Stockholders on June 7, 2024. The meeting resulted in the election of two Class III directors and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2024.
📋 Key Facts
- Annual Meeting held virtually on June 7, 2024.
- Jack A. Khattar elected to Board of Directors (Class III) with 13,573,718 votes 'For'.
- Brett P. Monia, Ph.D. elected to Board of Directors (Class III) with 15,650,742 votes 'For'.
- Ratification of Ernst & Young LLP as independent registered public accounting firm for the 2024 fiscal year was approved by 23,994,293 votes 'For'.
Cognition Therapeutics, Inc. filed an 8-K to furnish its quarterly financial results for the period ending March 31, 2024. The filing serves as a formal announcement of the company's recent earnings release.
📋 Key Facts
- Report date: May 7, 2024
- Reporting period: Quarter ended March 31, 2024
- The filing includes Exhibit 99.1 containing the press release of financial results
- Company is classified as an 'emerging growth company'
Cognition Therapeutics, Inc. filed an 8-K to furnish its press release announcing financial results for the fiscal year ended December 31, 2023.
📋 Key Facts
- The filing is a routine announcement of annual financial results (FY 2023).
- Report date: March 26, 2024.
- The information under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Cognition Therapeutics announced a public offering of 6,571,428 shares at $1.75 per share to raise approximately $10.4 million in net proceeds. The funds are intended for clinical development, manufacturing, and general working capital.
🚩 Red Flags
- Dilutive offering: Issuance of over 6.5 million new shares will dilute existing shareholders.
- Micro-cap financing: The relatively small size of the offering ($10.4M net) suggests a continuous need for capital to fund operations.
📋 Key Facts
- Offering size: 6,571,428 common shares plus a 30-day option for the underwriter to purchase up to 985,714 additional shares.
- Offering price: $1.75 per share.
- Expected net proceeds: Approximately $10.4 million after expenses and commissions.
- Underwriter: Titan Partners Group LLC (division of American Capital Partners, LLC).
- Lock-up period: Directors and executive officers are prohibited from selling shares until May 13, 2024.
- Expected closing date: On or about March 14, 2024.
Cognition Therapeutics Inc. released preliminary unaudited financial results for the fiscal year ended December 31, 2023. The company reported a significant net loss and provided an update on its cash position.
🚩 Red Flags
- High burn rate relative to cash position (Net loss of $25.6M vs $29.9M cash on hand suggests limited runway without further financing).
📋 Key Facts
- Expected net loss for FY 2023: approximately $25.6 million.
- Cash and cash equivalents as of Dec 31, 2023: approximately $29.9 million.
- Financial results are preliminary, unaudited, and subject to revision upon completion of year-end audit procedures.
Cognition Therapeutics announced the grant of Performance Restricted Stock Units (PSUs) to its top executive team, including the CEO, CFO, and CMO. The awards are tied to the achievement of specific clinical milestones.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Grant date: February 15, 2024
- CEO Lisa Ricciardi awarded 150,000 PSUs
- CFO John Doyle awarded 60,000 PSUs
- CMO Anthony Caggiano awarded 130,000 PSUs
- Vesting is contingent upon achieving certain clinical milestones in two equal installments over one year.
Cognition Therapeutics, Inc. filed an 8-K to provide an investor presentation (Exhibit 99.1) regarding company updates or discussions with analysts and investors.
📋 Key Facts
- The filing was made on January 4, 2024.
- The primary purpose is the furnishing of an investor presentation under Item 8.01 (Other Events).
- The company is classified as an 'emerging growth company'.