Cognition Therapeutics (CGTX) Registration Filing summary

Company overview and business model

• Clinical-stage biopharmaceutical company focused on small molecule therapeutics for age-related degenerative CNS and retinal diseases, including Alzheimer's, geographic atrophy secondary to dry AMD, and dementia with Lewy bodies.

• Lead candidate zervimesine (CT1812) targets the sigma-2 receptor complex, aiming for disease modification via a novel mechanism distinct from current therapies.

• Recent Phase 2 trials in Alzheimer's, DLB, and GA secondary to dry AMD showed safety, tolerability, and biomarker or clinical benefits, with ongoing and planned Phase 3 programs.

Financial performance and metrics

• As of September 30, 2025, net tangible book value was $36.5 million ($0.41 per share); post-offering, adjusted net tangible book value would be $109.0 million ($0.79 per share) if the full $75 million is raised at $1.52 per share.

• 88,268,078 shares of common stock outstanding as of September 30, 2025; no preferred stock outstanding.

Use of proceeds and capital allocation

• Net proceeds from offerings will be used for general corporate purposes, including research, clinical development, manufacturing, working capital, and capital expenditures.

• Proceeds may be temporarily invested in short-term, investment-grade instruments or held as cash.