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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 11, 2024, Cognition Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter, in a public offering (the “Offering”), 6,571,428 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a public offering price of $1.75 per share (the “Offering Price”). Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriter a 30-day option to purchase up to an additional 985,714 shares of Common Stock at the Offering Price. The Offering is expected to close on or about March 14, 2024, subject to the satisfaction of customary closing conditions.
The Shares will be issued pursuant to a Registration Statement on Form S-3 (File No. 333-268992) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2022 and declared effective by the Commission on January 3, 2023, and a related prospectus, including the related prospectus supplement dated March 11, 2024.
The Company expects to receive net proceeds of approximately $10.4 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to fund research, clinical development, process development and manufacturing of our product candidates, working capital, capital expenditures and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into “lock-up” agreements with the Underwriter that generally prohibit, without the prior written consent of the Underwriter, the sale, transfer or other disposition of securities of the Company prior to May 13, 2024. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the securities issued and sold pursuant to the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of March 11, 2024, by and between Cognition Therapeutics, Inc. and Titan Partners Group LLC, as representative of the underwriters | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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. | ||
| By: | /s/ Lisa Ricciardi | |
| Name: | Lisa Ricciardi | |
| Title: | President and Chief Executive Officer | |
Date: March 13, 2024