8-K
Cognition Therapeutics Inc (CGTX)
8-K
2024-08-28
For: 2024-08-28
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April 07, 2026
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August28, 2024
Cognition
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40886 | 13-4365359 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 2500 Westchester Avenue****Purchase , NY | 10577 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code:
(412
)
481-2210
Not
Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | CGTX | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and furnished for purposes of Regulation FD is a presentation that Cognition Therapeutics, Inc. may use from time to time in presentations or discussions with investors, analysts, and other parties.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
| ExhibitNo. | Document |
|---|---|
| 99.1 | Investor presentation of<br> Cognition Therapeutics, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 28, 2024 | ||
| By: | /s/ Lisa Ricciardi | |
| Name: | Lisa Ricciardi | |
| Title: | President and Chief Executive Officer |
Exhibit 99.1
| Targeting Amyloid Beta Oligomers:<br>A Disruptive Approach to the<br>Treatment of Alzheimer’s Disease<br>August 2024 |
|---|
| 2<br>FORWARD-LOOKING STATEMENTS<br>This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts or statements that relate to present<br>facts or current conditions, including but not limited to, product candidates, including CT1812, and any expected or implied benefits or results, including that initial clinical results observed with respect to CT1812 will be replicated in later trials, and our<br>clinical development plans, including statements regarding our clinical studies of CT1812 in animal models and any analyses of the results therefrom, and our expected cash runway, are forward-looking statements. These statements, including<br>statements related to the timing and expected results of our clinical trials, involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any<br>future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,”<br> “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “forecast,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements<br>largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this<br>presentation and are subject to a number of risks, uncertainties and assumptions, some of which cannot be predicted or quantified and some of which are beyond our control. Factors that may cause actual results to differ materially from current<br>expectations include, but are not limited to: our ability to successfully advance our current and future product candidates through development activities, preclinical studies and clinical trials and costs related thereto; uncertainties inherent in the results<br>of preliminary data, preclinical studies and earlier-stage clinical trials being predictive of the results of early or later-stage clinical trials; the timing, scope and likelihood of regulatory filings and approvals, including regulatory approval of our product<br>candidates; competition, our ability to secure new (and retain existing) grant funding, our ability to grow and manage growth, maintain relationships with suppliers and retain our management and key employees; changes in applicable laws or<br>regulations; the possibility that the we may be adversely affected by other economic, business or competitive factors, including ongoing economic uncertainty; our estimates of expenses and profitability; the evolution of the markets in which we<br>compete; our ability to implement our strategic initiatives and continue to innovate our existing products; our ability to defend our intellectual property; impacts of ongoing global and regional conflicts; the impact of the COVID-19 pandemic on our<br>business, supply chain and labor force; and the risks and uncertainties described more fully in the “Risk Factors” section of our annual and quarterly reports filed with the Securities & Exchange Commission that are available on www.sec.gov. These<br>risks are not exhaustive, and we face both known and unknown risks. You should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be<br>achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is<br>not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new<br>information, future events, changed circumstances or otherwise.<br>TRADEMARKS<br>This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights<br>referred to in this presentation may be listed without the TM, SM © or ® symbols, but we will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.<br>MARKET & INDUSTRY DATA<br>Projections, estimates, industry data and information contained in this presentation, including the size of and growth in key end markets, are based on information from third-party sources and management estimates. Although we believe that these third<br>party-sources are reliable, we cannot guarantee the accuracy or completeness of these sources. Our management’s estimates are derived from third-party sources, publicly available information, our knowledge of our industry and assumptions based<br>on such information and knowledge. Our management’s estimates have not been verified by any independent source. All of the projections, estimates, market data and industry information used in this presentation involve a number of assumptions and<br>limitations, and you are cautioned not to give undue weight to such information. In addition, projections, estimates and assumptions relating to us and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due<br>to a variety of factors, including, but not limited to, those described above, that could cause future performance to differ materially from our expressed projections, estimates and assumptions or those provided by third parties.<br>Forward-looking Statements |
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| 3<br>Overview<br>OUR SOLUTION<br>CT1812: An orally delivered small molecule that potently antagonizes amyloid oligomers via a unique<br>mechanism of action<br> ✓ PHASE 2 PoC data demonstrated ~40% mean improvement in cognitive measures vs placebo in mild-moderate AD<br> ✓ PHASE 2 PoC in early-mild AD currently enrolling with partners at ACTC<br> ✓ In clinical trials for two additional indications<br> ✓ Clinical studies to date show favorable tolerability<br>THE CHALLENGE IN ALZHEIMER’S<br> • Only 2 approved disease-modifying therapies<br> • 35+ years of research mainly focused on<br>beta amyloid (Aβ) & plaques<br> • Major unmet need remains<br> • Rapidly growing population of people with<br>Alzheimer’s disease<br>THE OPPORTUNITY<br>Strong scientific evidence supports the Amyloid<br>Oligomer Hypothesis:<br>Oligomers — not plaques — are the MOST<br>NEUROTOXIC form of Aβ in AD<br>Oligomers of both α-synuclein & Aβ drive DLB |
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| 4<br> • Pooled (100 and 300mg arms) CT1812<br>treatment slowed cognitive decline by 39%<br>on ADAS-Cog 11 vs placebo<br> • All key cognitive and functional outcome<br>measures trending in favor of CT1812<br> • Efficacious dose with good safety profile<br> • Well-designed and executed study<br> • Supports advancing clinical development<br>Breaking News – SHINE Proof-of-Concept Phase 2 Study<br>CT1812 is Among Few Oral Candidates Showing Cognitive Impact in Moderate Patients<br>cogrx.com/publications |
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| 5<br>SHINE Phase 2 Safety and Efficacy Study in Adults with<br>Mild-to-Moderate Alzheimer’s Disease<br>Inclusion and<br>Exclusion<br> • AD diagnosis<br> • PET or CSF biomarker<br>definition of AD<br> • MMSE 18-26<br> • MRI w/o significant<br>abnormality<br> • No MDD, schizophrenia,<br>bipolar disorder<br> • Stable regimen of AChEI<br>or memantine permitted<br>Placebo<br>CT1812 100 mg<br>CT1812 300 mg<br>Oral QD<br>Administration<br>1:1:1<br>Treatment Period<br>6 months Objectives<br> • Safety/tolerability<br> • Principal cognitive<br>measure: ADAS-Cog 11<br> • Exploratory including:<br>- ADAS-Cog 13<br>- ADCS-ADL & CGIC<br>- NTB<br>- MMSE<br> • Biomarkers (CSF/Plasma)<br> • Plasma CT1812 exposure<br>153 participants<br>randomized in<br>Australia,<br>Netherlands, Spain,<br>Czechia, and U.S.<br>SHINE COG0201 study (NCT03507790) partially funded by $31M NIA grant R01AG058660 |
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| 6<br> • PET- or biomarker-confirmed Alzheimer’s disease<br> • Majority of participants were female (60%), Caucasian (96%), approximately 72 years of age<br> • Mean MMSE score upon entry: 21.37<br> • ~60% of patients were carriers of the ApoE4 gene<br> • Characteristics well-balanced between all 3 arms<br>SHINE Patient Population |
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| 7<br>SHINE Cognitive Endpoints: ADAS-Cog 11 and MMSE<br>Magnitude of ADAS-Cog 11 decline at 6 months similar to approved MAbs<br>ADAS-Cog 11 MMSE<br>Pooled vs. pbo:<br>70% slowing<br>Pooled vs. pbo:<br>39% slowing<br>Note: n's are at Day 182 |
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| 8<br>SHINE Cognitive Endpoints: ADAS-Cog 13, Cognitive Composite<br>Consistent results across multiple cognitive endpoints<br>ADAS-Cog 13 Cognitive Composite<br>Pooled vs. pbo:<br>39% slowing<br>Pooled vs. pbo:<br>50% slowing<br>Note: n's are at Day 182 |
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| 9<br> • CT1812 demonstrated a favorable safety and tolerability profile<br> • Most TEAEs were mild or moderate in severity<br> • Similar percentages of adverse events in treated (76.5%) and<br>placebo (78%) groups<br> • No discontinuations due to AEs in the 100mg dose group<br> • Most discontinuations were in 300mg dose group and all the<br>reportable liver enzyme elevations were in 300mg dose group<br>Summary of SHINE Safety and Tolerability findings<br>Adverse Events<br>CT1812 Placebo<br>76.5% 78%<br>Serious AEs<br>CT1812 Placebo<br>4.9% 10%<br>Deaths<br>CT1812 Placebo<br>0 1 (cancer) |
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| 10<br>SHINE Response at 6 months Comparable to Approved MAbs<br>Once-daily pill • no ARIA • 39% slowing at 6 months vs Leqembi’s 26% at 18 months<br>1. van Dyck C et al. Lecanemab in Early Alzheimer’s Disease (2023) NEJM 388:9-21<br>CLARITY1<br>:<br>ADAS-Cog 14 response<br>in early AD (MMSE 22-30)<br>Adjusted Mean Change from Baseline<br>0<br>1<br>2<br>3<br>4<br>5<br>6<br>0 3 6 9 12 15 18<br>Visit (mo)<br> • Lecanemab<br> • Placebo<br>1.4-point difference<br>~26% slowing with<br>lecanemab<br>SHINE Results<br>1.7 pt difference at 6 months<br>39% slowing<br>pooled CT1812 vs. placebo<br>Placebo decline in SHINE<br>steeper w moderate AD |
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| 11<br>SHINE: Summary Exploratory Outcomes - Percent Slowing Day 182<br>Effect as large or larger than approved MAbs<br>ADAS-Cog 11 ADAS-Cog 13 MMSE Cognitive Composite<br>CT1812 Pooled1 39% 39% 70% 50%<br>Lecanemab2<br>(at 18mo) --<br>26%<br>(ADAS-Cog 14)<br>--<br>24%<br>(ADCOMS)<br>Donanemab3<br>(at 18 mo)<br>--<br>20%<br>(ADAS-Cog 13)<br>16%<br>(MMSE)<br>22%<br>(iADRS)<br>Note: data shown for benchmarking only; no head-to-head studies have been conducted<br>1. Percentages reflect mean changes from baseline compared to placebo<br>2. van Dyck C et al. Lecanemab in Early Alzheimer’s Disease (2023) NEJM 388:9-21<br>3. Sims JR et al. Donanemab in Early Symptomatic Alzheimer Disease (2023) JAMA. 2023;330(6):512-527 |
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| 12<br>START: Proof-of-Concept 540-Person Study in Early AD<br>Funded through $81M NIA Grant<br>Enrollment<br>Criteria<br>Treatment Period<br>18 months Assessments<br> ‐ Ages 50-85<br> ‐ Diagnosis of MCI<br>due to AD or mild<br>AD dementia<br> ‐ Brain amyloid<br>via PET<br> ‐ MRI<br> ‐ MMSE: 20-30<br> ‐ Safety<br> ‐ Cognitive and<br>functional testing:<br> ‐ CDR-SB<br> ‐ ADAS-Cog 13,<br> ‐ ADCS-ADL-MCI<br> ‐ Biomarkers<br>Placebo<br>CT1812 100 mg<br>CT1812 200 mg<br>Oral QD Administration<br>Randomized<br>1:1:1<br> • N = 540 with early Alzheimer’s<br> • Supported by $81 M NIA grant<br>awards (R01AG065248)<br> • First study to allow lecanemab as<br>background therapy in<br>combination with CT1812<br> • Conducted in collaboration with<br>ACTC (U24AG057437)<br> • START COG0203 study<br>(NCT05531656)<br>MMSE, Mini-Mental State Examination; MRI, magnetic resonance imaging; QD, daily; NIA, National Institute on Aging; ACTC, Alzheimer's Clinical Trials Consortium |
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| 13<br>CT1812 is Also Being Investigated<br>in two Additional Indications<br>Alzheimer’s<br>Disease<br>Dementia with<br>Lewy Bodies<br>Dry AMD<br>Geographic<br>Atrophy |
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| 14<br> • In the U.S. an estimated 1.4 million people1<br>have dementia with Lewy bodies (DLB)<br> • It is estimated that 50-80% of patients with DLB<br>have Aβ as well as α-synuclein2pathology<br> • Core symptoms of DLB include:<br>- Progressive cognitive decline<br>- Fluctuating cognition with variations in attention<br>- Impaired visuospatial perception<br>- Recurrent visual hallucinations<br>- REM sleep disorder<br> α-Syn Dementias are Second only to AD in Prevalence<br>1) Lewy Body Dementia Association. About LBD. Available from: https://www.lbda.org/about-lbd<br>2) Int J Mol Sci. 2023 Jun; 24(12): 10215. doi: 10.3390/ijms241210215<br>Parkinson's<br>Disease<br>DLB<br>Alzheimer's<br>Disease<br>Vascular<br>Dementia<br>Frontotemporal<br>Dementia<br>Dementias<br>Estimated US Population |
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| 15<br>SHIMMER: Proof-of-Concept Trial Investigating CT1812 in DLB<br>Sponsored by $30 M NIA grant<br> • Randomization to oral CT1812<br>(100 or 300mg) or placebo<br> • Enrolled 130 adults with mild-to-moderate DLB<br> • Not powered for statistical<br>significance<br> • Topline results YE 2024<br> • Collaboration with LBDA and<br>University of Miami<br>DLB, Dementia with Lewy Bodies; MMSE, Mini-Mental State Examination; MRI, magnetic resonance imaging;<br>QD, daily; NIA, National Institute on Aging; LBD, Lewy Body Dementia; EEG, electroencephalogram<br>Enrollment<br>Criteria<br>Treatment Period<br>6 months Assessments<br> ‐ Age 50-85<br> ‐ DLB diagnosis<br> ‐ MRI<br> ‐ MMSE: 18-27<br> ‐ Safety<br> ‐ Global CGIC<br> ‐ Cognition<br> ‐ MoCA, MMSE, CDR<br> ‐ Function<br> ‐ Epworth Sleep<br> ‐ UPDRS III<br> ‐ ADL<br> ‐ Biomarkers<br>Placebo<br>CT1812 100 mg<br>CT1812 300 mg<br>Oral QD Administration<br>Randomized<br>1:1:1 |
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| 16<br>Rationale for CT1812 in Dry AMD/Geographic Atrophy<br>Opportunity: crosses blood-retinal barrier to reach retina without an injection<br>What is dAMD/GA Geographic atrophy (GA), the most advanced form of dry<br>AMD, effects ~5M people WW and is associated with<br>significant vision loss<br>Unmet Need Current standard of care is primarily<br>drug injections directly into eye(s)<br>Pathophysiology Death of retinal pigment epithelium (RPE) cells due to<br>failure to clear degradation products (poor trafficking)<br>Sigma-2 receptor is involved in multiple processes<br>underlying RPE death<br>MOA of CT1812 Targeting of sigma-2 receptors rescues trafficking function<br>in RPE cells |
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| 17<br>MAGNIFY: Phase 2 Proof-of-Concept Trial in dAMD/GA<br>Unique MoA targeting retinal pigment epithelium<br>Enrollment Criteria Treatment Period<br>24 months Assessments<br> ‐ Age: ≥ 50<br> ‐ Diagnosis of<br>dry AMD<br> ‐ BCVA ≥ 24<br>letters<br>(ETDRS)<br> ‐ GA lesion ≥ 2.5<br>and ≤17.5mm2<br> ‐ Change in GA lesion<br>area (FAF)<br> ‐ Ellipsoid zone area<br>(SD-OCT)<br> ‐ Drusen volume<br>(SD-OCT)<br> ‐ Safety<br>Randomized<br>1:1<br>Placebo (n=123)<br>CT1812 200 mg (n=123)<br>Oral QD Administration<br> • Randomization to placebo<br>or daily oral doses of CT1812<br> • N = 246 adults with GA<br>secondary to dry AMD<br> • Potential first oral for GA |
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| 18<br>Completed Studies Support Potential in Mild-to-Moderate AD<br>SPARC2<br> • 23 participants<br> • Preservation of brain atrophy via<br>volumetric MRI<br> • No change in SV2A treated or pbo<br>SNAP3<br> • 3 participants<br> • Rapid displacement of Aβ<br>oligomers via CSF<br> • Replication of preclinical<br>findings via MEI<br>SEQUEL1<br> • 16 participants<br> • Normalization of brain waves<br>across EEG measures<br> • Significant improvement in<br>AEC-c and relative theta in<br>central region<br>Early-to-mild Alzheimer's disease<br>Actively recruiting<br>Mild-to-moderate DLB<br>Topline data YE2024<br>GA secondary to dry AMD<br>Actively recruiting<br>COG0203 - START<br>COG1201 - SHIMMER<br>COG2201 - MAGNIFY<br>Ongoing Trials Expand<br>CT1812 into New Indications<br>1. Vijverberg E et al. J Prev Alzheimers Dis (2024)<br>2. van Dyck, CH et al. Alz Res Therapy 16, 20 (2024)<br>3. LaBarbera, KM et al. Transl Neurodegener 2023, 12(24) |
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| 19<br>The Promise of CT1812<br> • First-in-class Aβ oligomer antagonism via sigma-2 receptor<br> • Consistent efficacy in Alzheimer’s disease studies<br>- ARIA unlikely to occur based on MoA<br> • Potential first-to-market for DLB<br> • Potential first oral for dAMD/GA<br> • Well tolerated safety profile anticipated<br> • Oral administration<br>- No need for IV therapy, a key limitation of immunotherapeutics<br>- No surveillance imaging required<br>- Greater convenience and access |
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| 20<br>Current Financial Position<br>Cash and cash equivalents $28.5 M<br>Expected cash runway into 2Q 2025<br>Grant funding for CT1812 studies<br>Preclinical through Phase 2 ~$171 M<br>Approximate funding used ($113.7 M)<br>Remaining grant funding $57.3M<br>As of June 30, 2024 |
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| Tony Caggiano, MD, PhD<br>CMO and Head of R&D<br>acaggiano@cogrx.com<br>Lisa Ricciardi<br>President & CEO<br>lricciardi@cogrx.com<br>John Doyle<br>Chief Financial Officer<br>jdoyle@cogrx.com<br>Thank You |
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