{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-030852","form_type":"8-K","ticker":"CGTX","cik":"0001455365","company_name":"COGNITION THERAPEUTICS INC","filed_at":"2023-03-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.076123+00:00","generated_at":"2026-06-18T05:22:51.941434+00:00","sec_items":["1.01","2.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Cognition Therapeutics enters $35M equity line with Lincoln Park; reports FY2022 net loss of ~$21.4M","bullets":["Entered purchase agreement to sell up to $35M of common stock to Lincoln Park over 36-month term.","Preliminary FY2022 net loss expected to be ~$21.4M; cash and equivalents ~$41.6M as of Dec 31, 2022.","Issued 189,856 commitment shares and paid $350,000 fee to Lincoln Park; no short selling or hedging allowed.","Sales limited to 19.99% of outstanding shares (~5.8M) without stockholder approval or average price ≥$1.79.","Proceeds intended for working capital and general corporate purposes; no financial covenants."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-030852","json":"https://secwatch.observer/filing/0001104659-23-030852.json","markdown":"https://secwatch.observer/filing/0001104659-23-030852.md","text":"https://secwatch.observer/filing/0001104659-23-030852.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/0001104659-23-030852-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/tm239035d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T05:22:51.941434+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fec2d6f8412c6d1408ccb489897de0d1140e453f","claim":"COGNITION THERAPEUTICS INC reported the year ended December 31, 2022 results: net income approximately $21.4 million.","evidence_excerpt":"Preliminary unaudited operating results for the year ended December 31, 2022 and certain preliminary financial condition information as of December 31, 2022 are as follows: · Net loss for the year ended December 31, 2022 is expected to be approximately $21.4 million. · As of December 31, 2022, the Company had approximately $41.6 million in cash and cash equivalents.","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/0001104659-23-030852-index.htm","confidence":0.85,"family_label":"Earnings Releases","details":[{"label":"Period","value":"the year ended December 31, 2022"},{"label":"Net income","value":"approximately $21.4 million"},{"label":"Result","value":"preliminary results"}],"fact_type":"earnings_release"},{"claim_id":"3a9741b5442279c736cf09a0caaee2e7bbd816cd","claim":"COGNITION THERAPEUTICS INC entered into Purchase Agreement with Lincoln Park Capital Fund, LLC valued at up to $35,000,000 (effective 2023-03-10).","evidence_excerpt":"Cognition Therapeutics, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right, but not the obligation, to sell to Lincoln Park up to $35,000,000 of shares of the Company’s common stock","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/0001104659-23-030852-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Lincoln Park Capital Fund, LLC"},{"label":"Value","value":"up to $35,000,000"},{"label":"Effective","value":"2023-03-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}