Cognition Therapeutics Announces $30 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

Cognition Therapeutics (NASDAQ: CGTX) has announced a $30 million registered direct offering of common stock, involving the sale of 14,700,000 shares to two new fundamental institutional investors, including a prominent global investment manager.

The offering is expected to close around August 29, 2025, with Titan Partners Group acting as the sole placement agent. The proceeds will fund the preparation of Phase 3 programs for zervimesine in neurodegenerative disorders, along with working capital and general corporate purposes.

Positive

• Secured $30 million in funding through registered direct offering
• Attracted two new fundamental institutional investors, including a preeminent global investment manager
• Proceeds will advance Phase 3 programs for zervimesine

Negative

• Significant dilution due to issuance of 14,700,000 new shares
• Additional offering expenses and placement agent fees will reduce net proceeds

Insights

Biotech Investment Analyst

Cognition secures critical $30M funding from institutional investors to advance zervimesine to Phase 3 trials, strengthening financial position.

Cognition Therapeutics' $30 million registered direct offering represents a significant financial milestone for this clinical-stage neurodegenerative disease-focused company. The participation of two new fundamental institutional investors, including what's described as a "preeminent global investment manager," signals substantial external validation of Cognition's clinical programs and business strategy.

This capital infusion is strategically timed as Cognition prepares to advance zervimesine into Phase 3 clinical trials - the final and typically most expensive stage of drug development before potential FDA submission. The offering of 14,700,000 common shares provides essential runway to support these advanced clinical programs targeting neurodegenerative disorders, an area with significant unmet medical needs and commercial potential.

The transaction structure as a registered direct offering (using an existing shelf registration) represents an efficient capital-raising mechanism that avoids the typical discount associated with PIPE transactions. While the press release doesn't specify the per-share price, the $30 million gross proceeds from 14.7 million shares implies an approximate price of $2.04 per share.

Institutional investment at this stage typically indicates sophisticated investors see promising risk-reward potential as the company approaches late-stage clinical development. The additional working capital strengthens Cognition's negotiating position with potential partners and provides operational flexibility during the critical Phase 3 preparation period.

- The offering was made to two new fundamental institutional investors -

- The Company intends to use the net proceeds to fund preparation for our Phase 3 programs of zervimesine in neurodegenerative disorders -

PURCHASE, N.Y., Aug. 27, 2025 (GLOBE NEWSWIRE) -- Cognition Therapeutics, Inc., (the “Company” or “Cognition”) (NASDAQ: CGTX), a clinical-stage company developing drugs that treat neurodegenerative disorders, today announced that it has entered into a securities purchase agreement for the purchase and sale of 14,700,000 shares of its common stock pursuant to a registered direct offering. The offering is expected to result in gross proceeds of approximately $30 million, before deducting placement agent fees and other offering expenses. The closing of the offering is expected to occur on or about August 29, 2025, subject to the satisfaction of customary closing conditions.

The offering was made to two new fundamental institutional investors, including a preeminent global investment manager. The Company intends to use the net proceeds to fund preparation for our Phase 3 programs of zervimesine in neurodegenerative disorders, as well as for working capital and general corporate purposes.

Titan Partners Group, a division of American Capital Partners, is acting as the sole placement agent for the offering.

This offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-268992) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on January 3, 2023. The offering is made only by means of a prospectus supplement, which will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 recently 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 through 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 the meaning of The Private Securities Litigation Reform Act of 1995. All statements contained in this press release or made during the conference, other than statements of historical facts or statements that relate to present facts or current conditions, including but not limited to, statements regarding the Company's expectations concerning the timing for, expected proceeds from and impact of the offering, are forward-looking statements. These statements 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 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,” “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 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 press release 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 expectations include, but are not limited to: the timing for, expected proceeds from and impact of the offering; 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; 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 of preliminary data, pre-clinical 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 candidates; changes in applicable laws or regulations; the possibility that 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 compete; our ability to implement our strategic initiatives and continue to innovate our existing products; our ability to defend our intellectual property; the impacts of ongoing global and regional conflicts on our 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 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 our forward-looking statements may not be 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 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 information, future events, changed circumstances or otherwise.

Contact Information: Cognition Therapeutics, Inc. info@cogrx.com	Mike Moyer (investors) LifeSci Advisors mmoyer@lifesciadvisors.com

This press release was published by a CLEAR® Verified individual.

FAQ

How much money did Cognition Therapeutics (CGTX) raise in its August 2025 offering?

Cognition Therapeutics raised $30 million in gross proceeds through a registered direct offering of common stock.

How many shares is CGTX offering in the August 2025 direct offering?

CGTX is offering 14,700,000 shares of its common stock in the registered direct offering.

What will Cognition Therapeutics use the proceeds for?

The proceeds will fund preparation for Phase 3 programs of zervimesine in neurodegenerative disorders, working capital, and general corporate purposes.

Who are the investors in CGTX's August 2025 offering?

The offering was made to two new fundamental institutional investors, including a preeminent global investment manager.

When will CGTX's August 2025 direct offering close?

The offering is expected to close on or about August 29, 2025, subject to customary closing conditions.