Cognition Therapeutics enters $75M ATM offering with Jefferies, terminates prior $40M ATM

COGNITION THERAPEUTICS INC

Entered ATM sales agreement with Jefferies LLC for up to $75M of common stock (December 18, 2025).
Jefferies receives 3.0% commission on gross proceeds of any shares sold under the agreement.
Terminated prior ATM sales agreement with Cantor Fitzgerald & B. Riley effective Dec 18; ~$12.5M remained unsold.
Company retains discretion over timing and amount of sales; no minimum offering required.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

COGNITION THERAPEUTICS INC terminated Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (effective 2025-12-16).

Action: termination
Agreement: atm program
Counterparty: Cantor Fitzgerald & Co. and B. Riley Securities, Inc.
Effective: 2025-12-16

Exact text from the filing

On December 16, 2025, the Company delivered written notice to B. Riley to terminate the Previous Sales Agreement, effective as of December 18, 2025, pursuant to Section 12(b) thereof.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

COGNITION THERAPEUTICS INC entered into Open Market Sale Agreement with Jefferies LLC valued at up to an aggregate of $75,000,000 (effective 2025-12-18).

Action: entry
Agreement: atm program
Counterparty: Jefferies LLC
Value: up to an aggregate of $75,000,000
Effective: 2025-12-18

Exact text from the filing

(the “ Company”) entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may sell, from time to

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COGNITION THERAPEUTICS INC filing history →

Source: SEC EDGAR

accession 0001104659-25-122555

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