8-K
Cognition Therapeutics Inc (CGTX)
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): November 6, 2025
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) | (Commission File 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 2.02 | Results of Operations and Financial Condition. |
|---|
On November 6, 2025, Cognition Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for 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, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
The following exhibits are being furnished herewith:
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated November 6, 2025. |
| 104 | Cover Page Interactive<br> 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. | |
|---|---|
| By: | /s/ Lisa Ricciardi |
| Name: | Lisa Ricciardi |
| Title: | President and Chief Executive Officer |
Date: November 6, 2025
Exhibit 99.1
Cognition Therapeutics Reports Financial Resultsfor the Third Quarter 2025and Highlights Progress Across Clinical Programs
- $30 Million Registered Direct Offering SupportNext Stage of Development for Zervimesine (CT1812) -
- Aligned with U.S. FDA on Registrational Pathfor Zervimesine -
- Expanded Access Program for Dementia withLewy Bodies Ongoing -
Purchase, NY – November 6, 2025 – Cognition Therapeutics, Inc.(the “Company” or “Cognition”) (NASDAQ: CGTX), a clinical-stage company developing drugs that treat neurodegenerative disorders, today reported financial results for the third quarter ended September 30, 2025, and provided a business update.
“The $30 million registered direct offering enables us to begin preparations for the next stage of development for zervimesine (CT1812),” stated Lisa Ricciardi, Cognition’s president and CEO. “The alignment we achieved with the FDA on a registrational path in Alzheimer’s disease was an important accomplishment. We were encouraged by the agency’s receptivity to study designs and recruitment strategies that support faster, more cost-effective studies. Looking ahead, we believe the clinical pharmacology and bioavailability studies we are conducting will support all planned registrational programs for zervimesine.”
Business and Corporate Highlights
| · | Achieved<br> alignment with the FDA on a registration path for zervimesine in Alzheimer’s disease<br> following a productive end-of-Phase 2 meeting; |
|---|---|
| · | Completed<br> a $30 million registered direct offering of 14,700,000 shares of common stock to institutional investors; |
| · | Expanded<br> access program of zervimesine in DLB is ongoing; |
| · | Surpassed<br> 75% enrollment in the Phase 2 ‘START’ study of zervimesine in early Alzheimer’s<br> disease being conducted in collaboration with the Alzheimer’s Clinical Trials Consortium<br> (ACTC); |
| · | Executing<br> required clinical pharmacology and bioavailability studies to prepare zervimesine for the<br> next stage of development across indications; and |
| · | Proposed<br> registrational Alzheimer’s disease study design accepted for presentation at Clinical<br> Trials in Alzheimer’s Disease (CTAD) Conference, being held December 1-4, 2025. |
Third Quarter 2025 Financial Results
Cash, cash equivalents, and restricted cash equivalents as of September 30, 2025 were approximately $39.8 million and total obligated grant funds remaining from the National Institute of Aging, a division of the National Institute of Health were $36.3 million. The Company estimates that it has sufficient cash to fund operations and capital expenditures into the second quarter of 2027.
Research and development expenses were $3.8 million for the quarter ended September 30, 2025, compared to $11.4 million for the comparable period in 2024. The change in research and development expenses was driven by the completion of SHINE and SHIMMER clinical trials and associated professional fees.
Cognition Therapeutics, Inc.
www.cogrx.com
General and administrative expenses were $2.6 million for the quarter ended September 30, 2025, compared to $3.1 million for the comparable period in 2024. The change in general and administrative expenses was driven primarily by reduced stock-based compensation expenses.
The Company reported a net loss of $4.9 million, or $(0.06) per basic and diluted share for the quarter ended September 30, 2025, compared to a net loss of $9.9 million, or $(0.25) per basic and diluted share for the same period in 2024.
About Cognition Therapeutics, Inc.
Cognition Therapeutics, Inc., is a clinical-stage biopharmaceutical company discovering and developing innovative, small molecule therapeutics targeting age-related degenerative disorders of the central nervous system. We completed Phase 2 studies of our lead candidate, zervimesine (CT1812) in dementia with Lewy bodies (DLB), mild-to-moderate Alzheimer’s disease and geographic atrophy secondary to dry AMD. The Phase 2 START study (NCT05531656) in early Alzheimer’s disease is ongoing with $81 million in grant support from the National Institute of Aging (NIA) at the National Institutes of Health. We believe zervimesine can regulate pathways that are impaired in these diseases though its interaction with the sigma-2 receptor, a mechanism that is functionally distinct from other approaches for the treatment of degenerative diseases. More about Cognition Therapeutics and our pipeline can be found at https://cogrx.com.
Forward-Looking Statements
This press release contains forward-looking statements within themeaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this press release or made during the conferencecall, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limitedto, statements related to our cash runway, our clinical studies of zervimesine (CT1812), and any analysis of the results therefrom; anyexpected or implied benefits or results of zervimesine, including that initial clinical results observed with respect to zervimesinewill be replicated in later trials and our clinical development plans, and our plans for regulatory approval, including our Phase 3 programsfor zervimesine and registrational path for zervimesine in Alzheimer’s disease and across indications, are forward-looking statements.These statements, including statements relating 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 differentfrom any future results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you canidentify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,” “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 largely on our current expectations and projections about future events and financialtrends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speakonly as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, some of which cannot bepredicted or quantified and some of which are beyond our control. Factors that may cause actual results to differ materially from currentexpectations include, but are not limited to: competition; our ability to secure new (and retain existing) grant funding; our abilityto grow and manage growth, maintain relationships with suppliers and retain our management and key employees; our ability to successfullyadvance our current and future product candidates through development activities, preclinical studies and clinical trials and costs relatedthereto; uncertainties inherent in the results of preliminary data, pre-clinical studies and earlier-stage clinical trials being predictiveof the results of early or later-stage clinical trials; the timing, scope and likelihood of regulatory filings and approvals, includingregulatory approval of our product candidates; changes in applicable laws or regulations; the possibility that we may be adversely affectedby other economic, business or competitive factors, including ongoing economic uncertainty; our estimates of expenses and profitability;the evolution of the markets in which we compete; our ability to implement our strategic initiatives and continue to innovate our existingproducts; our ability to defend our intellectual property; the impacts of global political changes and global economic conditions, supplychain and labor force; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; and the risks and uncertaintiesdescribed more fully in the “Risk Factors” section of our annual and quarterly reports filed with the Securities &Exchange Commission and are available at www.sec.gov. These 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 ourforward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-lookingstatements. Moreover, we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time,and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicablelaw, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information,future events, changed circumstances or otherwise.
Cognition Therapeutics, Inc.
www.cogrx.com
| (in thousands, except share and per share data amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Operations Data: | 2025 | 2024 | 2025 | 2024 | ||||||||
| Operating Expenses: | ||||||||||||
| Research and development | $ | 3,773 | $ | 11,392 | $ | 26,040 | $ | 33,522 | ||||
| General and administrative | 2,602 | 3,071 | 8,088 | 9,721 | ||||||||
| Total operating expenses | 6,375 | 14,463 | 34,128 | 43,243 | ||||||||
| Loss from operations | (6,375 | ) | (14,463 | ) | (34,128 | ) | (43,243 | ) | ||||
| Other income (expense): | ||||||||||||
| Grant income | 1,215 | 4,293 | 13,407 | 16,516 | ||||||||
| Other income, net | 230 | 236 | 585 | 813 | ||||||||
| Interest expense | — | (3 | ) | (8 | ) | (20 | ) | |||||
| Loss on currency translation from liquidation of subsidiary | — | — | — | (195 | ) | |||||||
| Total other income, net | 1,445 | 4,526 | 13,984 | 17,114 | ||||||||
| Net loss | $ | (4,930 | ) | $ | (9,937 | ) | $ | (20,144 | ) | $ | (26,129 | ) |
| Foreign currency translation adjustment, including reclassifications | — | — | — | 195 | ||||||||
| Total comprehensive loss | $ | (4,930 | ) | $ | (9,937 | ) | $ | (20,144 | ) | $ | (25,934 | ) |
| Net loss per share: | ||||||||||||
| Basic | $ | (0.06 | ) | $ | (0.25 | ) | $ | (0.30 | ) | $ | (0.69 | ) |
| Diluted | $ | (0.06 | ) | $ | (0.25 | ) | $ | (0.30 | ) | $ | (0.69 | ) |
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 77,951,513 | 40,418,065 | 67,488,145 | 38,080,658 | ||||||||
| Diluted | 77,951,513 | 40,418,065 | 67,488,145 | 38,080,658 | ||||||||
| As of | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| (in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||
| Consolidated Balance Sheet Data: | ||||||||||||
| Cash, cash equivalents, and restricted cash equivalents | $ | 39,823 | $ | 25,009 | ||||||||
| Total assets | 43,395 | 30,234 | ||||||||||
| Total liabilities | 6,866 | 11,484 | ||||||||||
| Accumulated deficit | (195,304 | ) | (175,160 | ) | ||||||||
| Total stockholders’ equity | 36,529 | 18,750 | ||||||||||
| Contact Information:<br><br> Cognition Therapeutics, Inc.<br> info@cogrx.com | Mike Moyer (investors)<br><br> LifeSci Advisors<br><br> mmoyer@lifesciadvisors.com | |||||||||||
| --- | --- |
Cognition Therapeutics, Inc.
www.cogrx.com