Cognition Therapeutics Announces Proposed Public Offering of Common Stock
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Insights
The initiation of an underwritten public offering by Cognition Therapeutics, Inc. is a significant financial event that warrants attention from investors and market analysts. The offering's success will largely depend on market conditions and investor sentiment towards the company's growth prospects and its pipeline of neurodegenerative disorder treatments. The decision to offer a 30-day option for an additional 15% purchase to the underwriter is a common hedging strategy that provides flexibility and potential for additional capital influx, but it also indicates the company's need to secure a safety net in volatile market conditions.
The use of a 'shelf' registration statement allows Cognition to offer and sell shares over a prolonged period, up to three years, which can be advantageous in capitalizing on favorable market conditions. However, this also subjects the company to market risks, as fluctuating stock prices can affect the amount of capital raised. Investors should closely monitor the terms of the offering once the prospectus is filed, as it will provide critical details on the pricing and number of shares to be offered, which can impact the company's market capitalization and share dilution.
From a market perspective, Cognition's public offering is an important event that could influence its industry position. The neurodegenerative treatment space is highly competitive and research-intensive, requiring substantial investment in clinical trials and R&D. The capital raised through this offering could enable Cognition to advance its product candidates and potentially accelerate the pathway to commercialization. However, the offering's timing and subsequent performance will be critical, as it reflects investor confidence in Cognition's ability to deliver on its promises and compete effectively in the market.
Investors will also assess the role of Titan Partners Group as the sole book-running manager, which can be indicative of the offering's structure and the confidence the underwriter has in Cognition's value proposition. The response to the offering could serve as a barometer for the market's perception of Cognition's strategic direction and operational execution.
Legally, the public offering by Cognition is conducted under strict regulatory frameworks to ensure transparency and protect investors. The effectiveness of the 'shelf' registration statement by the SEC is a crucial step, confirming that the company has met all regulatory requirements to proceed with the offering. Potential investors should be aware that the offering is bound by securities laws and the sale of shares cannot occur in jurisdictions where it would be unlawful without proper registration or exemption. The availability of the prospectus and its supplement will provide legal disclosures and risk factors that are essential for informed investment decisions.
The legal stipulations that 'this press release shall not constitute an offer to sell or the solicitation of an offer to buy' underscores the regulatory compliance that companies must adhere to when communicating about public offerings. It is important for stakeholders to understand that the actual sale of securities can only occur through formal channels, as outlined in the prospectus, to avoid legal repercussions.
PURCHASE, N. Y., March 11, 2024 (GLOBE NEWSWIRE) -- Cognition Therapeutics, Inc. (“Cognition,” the “Company” or “We”) (Nasdaq: CGTX), a clinical stage company developing product candidates designed to treat neurodegenerative disorders, today announced that it has commenced an underwritten public offering (the “offering”) of shares of its common stock. Cognition also intends to grant the underwriter a 30-day option to purchase up to an additional
Titan Partners Group, a division of American Capital Partners, is acting as sole book-running manager for the proposed offering.
The offering is being made pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-268992) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2022, and declared effective by the SEC on January 3, 2023. The securities may be offered only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the proposed terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may also be obtained 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 the 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 engaged in the discovery and development of innovative, small molecule therapeutics targeting age-related degenerative disorders of the central nervous system and retina. We are currently investigating our lead candidate CT1812 in clinical programs in Alzheimer’s disease, dementia with Lewy bodies (DLB) and dry age-related macular degeneration (dry AMD). We believe CT1812 and our pipeline of σ-2 receptor modulators can regulate pathways that are impaired in these diseases. We believe that targeting the σ-2 receptor with CT1812 represents a mechanism functionally distinct from other current approaches in clinical development for the treatment of degenerative diseases. More about Cognition and its 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, other than statements of historical facts or statements that relate to present facts or current conditions, including statements regarding Cognition’s expectations on the timing, size and completion of the proposed offering and Cognition’s intention to grant the underwriters a 30-day option to purchase additional shares. 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: risks and uncertainties associated with market and other conditions and the satisfaction of customary closing conditions related to the proposed public offering and the risks and uncertainties described more fully in the “Risk Factors” section of our annual and quarterly reports filed with the SEC 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 | Casey McDonald (media) Tiberend Strategic Advisors, Inc. cmcdonald@tiberend.com | Mike Moyer (investors) LifeSci Advisors mmoyer@lifesciadvisors.com |
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