---
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"
generated_at: "2026-06-18T05:22:51.941434+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Cognition Therapeutics enters $35M equity line with Lincoln Park; reports FY2022 net loss of ~$21.4M

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-030852
- JSON: https://secwatch.observer/filing/0001104659-23-030852.json
- Plain text: https://secwatch.observer/filing/0001104659-23-030852.txt

## Key facts
- Earnings Releases
  COGNITION THERAPEUTICS INC reported the year ended December 31, 2022 results: net income approximately $21.4 million.
  - Period: the year ended December 31, 2022
  - Net income: approximately $21.4 million
  - Result: preliminary results
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/0001104659-23-030852-index.htm
- Material Agreements
  COGNITION THERAPEUTICS INC entered into Purchase Agreement with Lincoln Park Capital Fund, LLC valued at up to $35,000,000 (effective 2023-03-10).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Lincoln Park Capital Fund, LLC
  - Value: up to $35,000,000
  - Effective: 2023-03-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1455365/000110465923030852/0001104659-23-030852-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.