Current Report Filing (8-k)
December 23 2022 - 4:25PM
Edgar (US Regulatory)
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2022-12-23
2022-12-23
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 23, 2022
Cognition
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40886 |
|
13-4365359 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2500 Westchester Avenue
Purchase, NY |
|
10577 |
(Address of principal executive offices) |
|
(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement 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 Stock, par value $0.001 per share |
|
CGTX |
|
The 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 1.01 |
Entry into a Material Definitive Agreement. |
On December 23, 2022, Cognition Therapeutics, Inc. (the “Company”),
entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald &
Co. and B. Riley Securities, Inc. (each, an “Agent”, and together the “Agents”), under which the Company may offer
and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Shares”),
having an aggregate offering price of up to $40 million through or to the Agents. The issuance and sale, if any, of Shares by the Company
under the Sales Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3 (the “Registration
Statement”), filed with the Securities and Exchange Commission on December 23, 2022.
Under the Sales Agreement, the Agents may sell Shares by any method
permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as
amended. The Agents will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company
(including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the
Agents a commission of 3.0% of the gross proceeds from the sales of Shares sold through the Agents under the Sales Agreement and has provided
the Agents with customary indemnification and contribution rights. The Company will also reimburse the Agents for certain expenses incurred
in connection with the Sales Agreement.
The Company is not obligated to make any sales of Shares under the
Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares
subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The foregoing description of the Sales Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any Shares, nor shall there be any sale of such Shares in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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: December 23, 2022
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