Cognition Therapeutics closes $30 million registered direct offering

PURCHASE, N.Y. - Cognition Therapeutics, Inc. (NASDAQ:CGTX) announced Tuesday it has closed its previously announced registered direct offering, raising approximately $30 million in gross proceeds before deducting placement agent fees and other expenses. The offering comes as the company’s stock has shown remarkable momentum, with InvestingPro data showing a 434% price return over the past six months, though the stock has declined nearly 15% in the past week.

The clinical-stage company, which develops treatments for neurodegenerative disorders, sold 14,700,000 shares of common stock at $2.05 per share. Titan Partners Group, a division of American Capital Partners, served as the sole placement agent for the transaction. With a current market capitalization of $214 million and trading near $2.43 per share, InvestingPro analysis indicates the stock is currently overvalued relative to its Fair Value.

"We believe that this level of support from leading institutional investors validates our efforts and the positive data we have generated to date in three major age-related degenerative disorders," said Lisa Ricciardi, president and CEO of Cognition. According to InvestingPro data, analysts maintain a strong bullish consensus on CGTX, with price targets ranging from $2 to $4 per share, despite the company not being profitable in the last twelve months. Subscribers can access 10+ additional ProTips and comprehensive financial analysis through the Pro Research Report.

The company plans to use the funds to advance zervimesine, its investigational drug for treating neurodegenerative conditions including Alzheimer’s disease and dementia with Lewy bodies. Zervimesine is an oral, once-daily pill that targets the sigma-2 receptor, which the company states is functionally distinct from other approaches to treating degenerative diseases. The company maintains a moderate debt level and a current ratio of 1.54, suggesting adequate liquidity to support its near-term operations.

The shares were offered through a shelf registration statement previously filed with the SEC and declared effective on January 3, 2023.

Cognition Therapeutics recently completed Phase 2 studies of zervimesine in dementia with Lewy bodies, mild-to-moderate Alzheimer’s disease, and geographic atrophy secondary to dry AMD. The company is currently conducting a Phase 2 study in early Alzheimer’s disease with $81 million in grant support from the National Institute of Aging.

According to the press release statement, zervimesine has been generally well tolerated in clinical studies conducted to date.

In other recent news, Cognition Therapeutics Inc. announced a $30 million registered direct offering of common stock, involving the sale of 14.7 million shares to two new institutional investors. This transaction is expected to close around late August 2025, pending customary closing conditions. Additionally, the company has regained compliance with Nasdaq’s continued listing requirements by maintaining a minimum closing bid price of $1.00 or more for at least 10 consecutive business days. The FDA has confirmed that Cognition Therapeutics’ proposed Phase 3 program design for its Alzheimer’s disease drug candidate, zervimesine (CT1812), could support a New Drug Application. The Phase 3 trials will enroll adults with mild-to-moderate Alzheimer’s disease who have lower levels of p-tau217 at screening. These developments mark significant progress for Cognition Therapeutics in its efforts to advance its Alzheimer’s treatment.

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