Cognition Therapeutics Inc S-1, filed Nov 7, 2022

Cognition Therapeutics Inc (CGTX)

S-1 2022-11-07

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Added on October 22, 2026

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		62
Use of Proceeds		64
Dividend Policy		65
Capitalization		66
Dilution		67
Management’s Discussion and Analysis of Financial Condition and Results of Operations		69
Business		83
Description of Capital Stock		124
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		130
Underwriting		134
Legal Matters		143
Experts		143
Where You Can Find Additional Information		143
Incorporation of Certain Information by Reference		144

	As of June 30, 2022
(in thousands, except share and per share amounts)	Actual			Pro Forma
Cash and cash equivalents		$	45,771		$	54,921
Stockholders’ equity
Common stock, par value $0.001 per share; 250,000,000 shares authorized at June 30, 2022; 22,597,907 shares issued and outstanding, actual; 28,184,499 shares issued and outstanding, pro forma			22			28
Additional paid-in capital			147,671			156,815
Accumulated deficit			(103,594)			(103,594)
Accumulated other comprehensive loss			(200)			(200)
Total stockholders’ equity		$	43,899		$	53,049
Total capitalization		$	43,899		$	53,049

Assumed public offering price per share			$	1.79
Historical net tangible book value per share as of June 30, 2022	$	1.94
Decrease in net tangible book value per share as of June 30, 2022 attributable to investors purchasing in this offering		(0.06)
As adjusted net tangible book value per share as of June 30, 2022 after giving effect to this offering				1.88
Increase per share to new investors participating in this offering			$	0.09

	Six Months Ended June 30,
(in thousands)	2022			2021			Change
Consolidated Statements of Operations Data:
Operating Expenses:
Research and development		$	15,616		$	9,324		$	6,292
General and administrative			6,010			2,243			3,767
Total operating expenses			21,626			11,567			10,059
Loss from operations			(21,626)			(11,567)			(10,059)

	Year Ended December 31,
(in thousands)	2021			2020			Change
Consolidated Statements of Operations Data:
Operating Expenses:
Research and development		$	18,572		$	12,887		$	5,685
General and administrative			10,026			4,520			5,506
Total operating expenses			28,598			17,407			11,191
Loss from operations			(28,598)			(17,407)			(11,191)
Other income (expense):
Grant income			17,447			10,855			6,592
Change in the fair value of the derivative liability			2,209			18			2,191
Change in the fair value of the warrant liability			—			181			(181)
Change in the fair value of the Simple Agreements for Future Equity			(2,236)			—			(2,236)
Other (expense) income, net			(88)			394			(482)
Gain (loss) on debt extinguishment			443			(129)			572
Interest expense, net			(893)			(1,751)			858
Total other income, net			16,882			9,568			7,314
Net loss		$	(11,716)		$	(7,839)		$	(3,877)

	Less than 1 Year			1 to 3 Years			3 to 5 Years			More than 5 years			Total
Operating lease obligations:		$	149		$	193		$	170		$	191		$	703
Total:		$	149		$	193		$	170		$	191		$	703

	Kd (nM)	B maxa
wt Aβ (1 – 42) oligomers	Site 1:442 ± 70	7.98 × 105 ± 0.29 × 105
A673T mutant Aβ (1 – 42) oligomers	Site 1:1,955 ± 502	5.98 × 105 ± 0.50 × 105

Funding Org	Year		Project	Amount
National Institute on Aging (NIH)		2016	COG0101 Ph1b first-in-patient trial for CT1812		$	2,410,669
National Institute on Aging (NIH)		2016	COG0102 Ph1b/2a Clinical Trial for CT1812		$	2,410,669
National Institute on Aging (NIH)		2017	COG0104 Ph1 SNAP Study: CSF Catheter		$	2,527,271
National Institute on Aging (NIH)		2017	COG0105 Ph1 SPARC Study: SV2a PET		$	4,795,774
National Institute on Aging (NIH)		2018	COG0201 Ph2 SHINE Study		$	16,848,329
National Institute on Aging (NIH)		2019	COG0202 Ph2 SEQUEL Study: qEEG		$	5,445,051
National Institute on Aging (NIH)		2020	COG0203 Ph2 Study with ACTC		$	80,974,766
National Institute on Aging (NIH)		2021	COG0108 Study: hAME		$	1,642,783
National Institute on Aging (NIH)		2021	COG0201 Ph2 SHINE Amendment		$	13,634,548
National Institute on Aging (NIH)		2021	COG1201: Study: DLB		$	29,498,048
NIH and others	2010 – 2021		Ten Preclinical Programs		$	10,859,971
					$	171,047,879

Underwriter			Number of Shares
Cantor Fitzgerald & Co.
Newbridge Securities Corporation
Total

Item	Amount
SEC registration fee		$	1,267
FINRA filing fee			4,813
Legal fees and expenses			150,000
Accounting fees and expenses			60,000
Printing expenses			30,000
Miscellaneous expenses			3,920
Total		$	250,000

	Exhibit number			Exhibit description
	1.1*			Form of Underwriting Agreement.
	3.1			Third Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 14, 2021).
	3.2			Amended and Restated Bylaws (incorporated by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 14, 2021).
	4.1			Specimen Common Stock Certificate of Registrant (incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	4.2			Description of the Registrant’s Securities (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 30, 2022).
	5.1*			Opinion of Troutman Pepper Hamilton Sanders LLP.
	10.1•			Form of Indemnification Agreement by and between the Registrant and its individual directors and officers (incorporated by reference to exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.2			Third Amended and Restated Investor Rights Agreement dated as of March 20, 2014, by and among the Registrant and the investors listed therein (incorporated by reference to exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.3			First Amendment dated as of March 23, 2020, to the Third Amended and Restated Investor Rights Agreement dated as March 20, 2014, by and among the Registrant and the investors listed therein (incorporated by reference to exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.4			Office Lease dated July 1, 2017, by and between the Registrant and RJ Equities LP (incorporated by reference to exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.5			First Amendment to Office Lease dated July 1, 2017, by and between the Registrant and RJ Equities LP (incorporated by reference to exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.6			Office Lease dated July 1, 2021, by and between the Registrant and 2500/2700 Westchester Avenue Owner SPE LLC (incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.7•			Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.8•			2017 Equity Incentive Plan (incorporated by reference to exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.9•			Amendment to 2017 Equity Incentive Plan (incorporated by reference to exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021.
	10.10•			Second Amendment to 2017 Equity Incentive Plan (incorporated by reference to exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.11•			2021 Equity Incentive Plan (incorporated by reference to exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.12•			2021 Employee Stock Purchase Plan (incorporated by reference to exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.13•			Form of Restricted Stock Award Agreement (incorporated by reference to exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).

	Exhibit number			Exhibit description
	10.14•			Form of Stock Option Grant Notice and Award Agreement (incorporated by reference to exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.15•			Amended and Restated Employment Agreement by and between the Registrant and Lisa Ricciardi, (incorporated by reference to exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.16•			Form of Restrictive Covenant Agreement (incorporated by reference to exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.17•			Option Agreements for Directors (incorporated by reference to exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.18			Grant Agreement dated August 14, 2016 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.19			Grant Agreement dated September 12, 2017 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.20			Grant Agreement dated April 18, 2018 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.21			Grant Agreement dated September 8, 2018 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.22			Grant Agreement dated August 28, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.23			Grant Agreement dated September 5, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.24			Grant Agreement dated September 18, 2020 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.31 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.25			Grant Agreement dated February 3, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.32 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.26			Grant Agreement dated April 30, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.27			Grant Agreement dated May 6, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.28			Grant Agreement dated May 10, 2021 by and between the Registrant and the National Institute of Aging (incorporated by reference to exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No. 333-257999) dated July 29, 2021).
	10.29*			Office Lease Agreement, dated August 31, 2022.
	21.1			Subsidiaries of Cognition Therapeutics, Inc. (incorporated by reference to exhibit 21.1 of the Company’s Annual Report on Form 10-K filed on March 30, 2022).
	23.1*			Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm.
	23.2*			Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1).

	Exhibit number			Exhibit description
	24.1*			Power of Attorney (included on the signature page to this registration statement).
	107*			Filing Fee Table.

Signature	Title	Date
/s/ Lisa Ricciardi Lisa Ricciardi	Chief Executive Officer, President and Director (Principal Executive Officer)	November 7, 2022
/s/ Andrew Einhorn Andrew Einhorn	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	November 7, 2022
/s/ Jack A. Khattar Jack A. Khattar	Director (Chairman of the Board)	November 7, 2022
/s/ Aaron G. L. Fletcher, Ph.D. Aaron G. L. Fletcher, Ph.D.	Director	November 7, 2022
/s/ Brett P. Monia, Ph.D. Brett P. Monia, Ph.D.	Director	November 7, 2022
/s/ Ellen B. Richstone Ellen B. Richstone	Director	November 7, 2022
/s/ Peggy Wallace Peggy Wallace	Director	November 7, 2022

	Six Months Ended June 30,
	2022			2021			Change
Clinical programs		$	9,050		$	1,684		$	7,366
Personnel			3,362			1,936			1,426
Manufacturing			2,061			4,719			(2,658)
Preclinical programs			1,036			926			110
Facilities and other costs			107			59			48
		$	15,616		$	9,324		$	6,292

	Year Ended December 31,
	2021			2020			Change
Clinical programs		$	4,679		$	5,263		$	(584)
Personnel			4,882			4,026			856
Manufacturing			7,465			1,798			5,667
Preclinical programs			1,426			1,693			(267)
Facilities and other costs			120			107			13
		$	18,572		$	12,887		$	5,685

	Six Months Ended June 30,
	2022			2021
Cash flows used in operating activities		$	(8,345)		$	(1,682)
Cash flows used in investing activities			(138)			—
Cash flows (used in) provided by financing activities			(465)			7,801
Effect of exchange rate changes on cash and cash equivalents			(2)			(8)
Net (decrease) increase in cash and cash equivalents		$	(8,950)		$	6,111

If to the Representative:	Cantor Fitzgerald & Co.
	499 Park Avenue
	New York, NY 10022
	Facsimile: (212) 829-4708
	Attention: General Counsel

with a copy to:	McGuireWoods LLP
	1251 6^th Avenue, 20^th Floor
	New York, New York 10020
	Attention: Stephen Older

If to the Company:	Cognition Therapeutics, Inc.
	2500 Westchester Ave.
	Purchase, NY 10577
	Attention: Lisa Ricciardi, Chief Executive Officer
	Email:	lricciardi@cogrx.com

with a copy to:	Troutman Pepper Hamilton Sanders LLP
	3000 Two Logan Square
	Philadelphia, PA 19103
	Attention: Rachael M. Bushey and Joseph Walsh
	Email:	rachael.bushey@troutman.com
		joseph.walsh@troutman.com

	Very truly yours,

	COGNITION THERAPEUTICS, INC.

	By:
		Name: Lisa Ricciardi
		Title:   Chief Executive Officer

	ACCEPTED as of the date first-above written:

	CANTOR FITZGERALD & CO.

	By:
		Name:
		Title:

	For itself and the other several Underwriters named in Schedule A to this Agreement.

Underwriters			Number of Firm Shares to be Purchased
Cantor Fitzgerald & Co.			[●]
[___]			[●]
Total			[●]

	Very truly yours,

	/s/ Troutman Pepper Hamilton Sanders LLP
	Troutman Pepper Hamilton Sanders LLP

ARTICLE 1.	BASIC TERMS	1
ARTICLE 2.	PREMISES	2
ARTICLE 3.	TERM AND COMMENCEMENT	2
ARTICLE 4.	CONSTRUCTION OF PREMISES	4
ARTICLE 5.	BASE RENT	4
ARTICLE 6.	RENT ESCALATION	5
ARTICLE 7.	LATE PAYMENT	9
ARTICLE 8.	USE OF PREMISES	9
ARTICLE 9.	COMMON AREAS/PARKING	10
ARTICLE 10.	ALTERATIONS	10
ARTICLE 11.	MECHANIC'S LIENS	11
ARTICLE 12.	CONDITION OF PREMISES	11
ARTICLE 13.	UTILITIES AND SERVICES	11
ARTICLE 14.	ASSIGNMENT AND SUBLETTING	13
ARTICLE 15.	RIGHTS RESERVED BY LANDLORD	13
ARTICLE 16.	REPAIRS	14
ARTICLE 17.	INDEMNIFICATION AND INSURANCE	15
ARTICLE 18.	LANDLORD'S LIABILITY	16
ARTICLE 19.	COMPLIANCE WITH INSURANCE REQUIREMENTS	17
ARTICLE 20.	FIRE OR OTHER CASUALTY	17
ARTICLE 21.	SUBORDINATION	18
ARTICLE 22.	CONDEMNATION	18
ARTICLE 23.	ESTOPPEL CERTIFICATES	19
ARTICLE 24.	DEFAULT	19
ARTICLE 25.	PROVISIONS RELATED TO LANDLORD’S REMEDIES	20
ARTICLE 26.	LANDLORD’S DEFAULT; RIGHT TO CURE	22
ARTICLE 27.	WAIVER	22
ARTICLE 28.	UTILITY DEREGULATION	23
ARTICLE 29.	TELECOMMUNICATIONS	23
ARTICLE 30.	SURRENDER	24

ARTICLE 31.	QUIET ENJOYMENT	25
ARTICLE 32.	HOLDING OVER	25
ARTICLE 33.	ENVIRONMENTAL COVENANTS, REPRESENTATIONS AND WARRANTIES	25
ARTICLE 34.	TENANT’S COMPLIANCE WITH LAWS	27
ARTICLE 35.	DISABILITIES ACT	27
ARTICLE 36.	NOTICE	27
ARTICLE 37.	BROKERS	28
ARTICLE 38.	FORCE MAJEURE	28
ARTICLE 39.	TRANSFER OF LANDLORD'S INTEREST	28
ARTICLE 40.	SUCCESSORS	29
ARTICLE 41.	GOVERNING LAW	29
ARTICLE 42.	SEPARABILITY	29
ARTICLE 43.	CAPTIONS	29
ARTICLE 44.	GENDER	29
ARTICLE 45.	EXECUTION; COUNTERPARTS	29
ARTICLE 46.	ENTIRE AGREEMENT	30
ARTICLE 47.	AUTHORITY	30
ARTICLE 48.	SECURITY DEPOSIT	30
ARTICLE 49.	OFAC CERTIFICATION	31

EXHIBIT “A” DIAGRAM OF DEVELOPMENT		33

EXHIBIT “B” OUTLINE OF PREMISES		34

EXHIBIT “C” RULES AND REGULATIONS		35

EXHIBIT “D” INTENTIONALLY OMITTED		36

EXHIBIT “E” ESTOPPEL CERTIFICATE		37

EXHIBIT “F” SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT		38

(a) Landlord:		RJ EQUITIES LP, a Pennsylvania limited partnership

(b) Tenant:		COGNITION THERAPEUTICS, INC., a Delaware corporation

(c) Premises:		Suite 230 located on the second floor of the commercial building (the "Building") situated at 2403 Sidney Street, Pittsburgh, PA 15203 (the "Development") and as outlined on the Diagram of Development attached hereto as Exhibit “A”. The Premises contains approximately 2,980 rentable square feet as depicted on the floor plan attached hereto as Exhibit “B”.

(d) Commencement Date:		October 1, 2022.

(e) Lease Term:		Three (3) years and nine (9) months.

(f) Termination Date:		June 30, 2026.

(g) Extension Term:		Intentionally omitted.

(h) Base Rent:

Period	Monthly	Annual
10/1/2022 - 6/30/2023	$2,755.67	$33,068.04
7/1/2023 - 6/30/2026	$4,470.00	$53,640.00

(i) Base Year for Real Estate Taxes:		2023.

(j) Base Year for Operating Costs:		2023.

(k) Approximate rentable area of the Premises:		2,980 sq. ft.

(l) Approximate rentable area of the Building:		221,000 sq. ft.

(m) Tenant's Proportionate Share:		1.34%.

(n) Security Deposit:		N/A.

(o) Permitted Uses:		Office uses.

(p) Notification Addresses:

	Landlord:	RJ Equities LP
		2403 Sidney Street, Suite 200
		Pittsburgh, PA 15203
		Attn: Ronald J. Tarquinio

	Tenant:	Cognition Therapeutics, Inc.
		2403 Sidney Street, Suite 261
		Pittsburgh, PA 15203
		Attn: President

		By:	/s/ Lisa Ricciardi
			Name: Lisa Ricciardi
			Title: Chief Executive Officer

ATTEST:	RJ EQUITIES LP

	By: RD Equities, LLC, its General Partner

		By:	/s/ Ronald J. Tarquinio
			Name: Ronald J. Tarquinio
			Title: Member

	·	No cooking, grilling, smoking, gas or other type of flame in the common areas;
	·	No animals or birds are permitted anywhere on the premises;
	·	No use of the premises as sleeping rooms;
	·	No loitering or congregating in the entrances or hallways;
	·	No making improper loud noises or disturbances of any kind;
	·	Doing anything to unreasonably disturb or disrupt other tenants in the complex;
	·	Doing anything to change, damage or destroy the landscaping around the premises;

	1.	Perform all high dusting where required.
	2.	Empty waste receptacles ensuring to remove waste to building designated location.
	3.	Replace liners in receptacles as required.
	4.	Spot clean all door glass, doors, door frames and light switches.
	5.	Damp wipe all window sills, ledges and countertops.
	6.	Wash all tabletops and chair seating using a food service degreaser.
	7.	Clean and scour sinks in kitchen.
	8.	Spot clean the exterior of all appliances.
	9.	Dust mop and damp mop hard surface floors.
	10.	Vacuum carpeting traffic lanes and other soiled areas.
	11.	Vacuum all carpeting, ensuring to maintain corners, edges and under desks by moving light furniture. (Weekly)
	12.	Damp wipe rosewood baseboards. (Monthly)
	13.	Damp wipe rubber baseboards. (Quarterly)
	14.	Spot clean carpeting as required.