Cognition Therapeutics establishes $75 million stock offering program

Cognition Therapeutics Inc. (NASDAQ: CGTX) entered into an at-the-market equity offering agreement with Jefferies LLC on December 18, 2024, according to a company filing.

Under the sales agreement, Cognition Therapeutics may sell up to $75 million of its common stock through Jefferies, which will act as sales agent or principal. The shares will be sold through at-the-market offerings as defined under Securities Act Rule 415(a)(4) or through negotiated transactions when authorized by the company.

The company filed a prospectus supplement with the Securities and Exchange Commission on December 18, 2024, in connection with the offering. Cognition Therapeutics also filed a registration statement on Form S-3 on the same date, which includes a legal opinion from Goodwin Procter LLP regarding the validity of the share issuance.

The arrangement allows Cognition Therapeutics to raise capital by selling shares at its discretion rather than through a traditional public offering. At-the-market offerings enable companies to sell stock directly into the trading market at prevailing prices.

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