Current Report Filing (8-k)
November 14 2022 - 08:01AM
Edgar (US Regulatory)
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2022-11-10
2022-11-10
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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): November 10, 2022
Cognition
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40886 |
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13-4365359 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
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(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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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CGTX |
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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 November 10, 2022,
Cognition Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Cantor Fitzgerald & Co., as representative of the several underwriters named in Schedule A thereto (the “Underwriters”),
relating to the public offering (the “Offering”) of 5,000,000 shares of the Company’s common stock, $0.001 par value
per share (“Common Stock”), at a price to the public of $1.20 per share (the “Offering Price”), less underwriting
discounts and commissions. The Company also granted the Underwriters a 30-day option to purchase up to an additional 750,000
shares of Common Stock at the Offering Price, less underwriting discounts and commissions. The net proceeds to the Company from the sale
of the shares of Common Stock, after deducting the underwriting discounts and commissions and other estimated offering related expenses
payable by the Company, will be approximately $5.4 million (or approximately $6.2 million if the Underwriters exercise in full their option
to purchase additional shares of Common Stock).
The Offering was made
pursuant to the Company’s registration statement (the “Registration Statement”) on Form S-1 (File No.
333-268228), filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2022, and declared effective by
the SEC on November 9, 2022.
In the Underwriting Agreement,
the Company made customary representations, warranties and covenants and also agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriter may be required
to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does
not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is being filed as Exhibit 1.1 hereto.
Item 2.02 |
Results of Operations and Financial Condition. |
On November
14, 2022, the Company issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the
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.
On November 10, 2022, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
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. |
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By: |
/s/ Lisa Ricciardi |
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Name: |
Lisa Ricciardi |
|
Title: |
President and Chief Executive Officer |
Date: November 14, 2022
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