Cognition Therapeutics, Inc.

Cognition Therapeutics, Inc._March 31, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40886

Cognition Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	13-4365359
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)


2500 Westchester Ave. Purchase, NY 10577	10577
(Address of Principal Executive Offices)	(Zip Code)

(412) 481-2210

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Trading symbol		Name of Exchange on which registered
Common Stock, par value $0.001 per share		CGTX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2026, there were 89,498,015 shares of the registrant’s common stock issued and outstanding.

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TABLE OF CONTENTS

		Page


Cautionary Note on Forward-Looking Statements		3

Part I.	Financial Information	5

Item 1.	Financial Statements (unaudited)	5

	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5

	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (unaudited)	6

	Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)	7

	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

Part II.	Other Information	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signatures		36

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Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”), contains forward-looking statements concerning our business, operations and financial performance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. All statements other than statements of historical or current facts included in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. In addition, statements including “we believe” or similar phrases reflect our beliefs and opinions on the relevant subject. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in, or implied by these, forward-looking statements and therefore, you should not unduly rely on such statements. These risks and uncertainties include, but are not limited to:

●

our ability to raise additional capital to fund our operations and continue the development of our current and future product candidates;

●

our ability to maintain the listing of our common stock on the Nasdaq Capital Market;

●

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

●

the clinical nature of our business and our ability to successfully and in a timely manner advance our current and future product candidates through our ongoing and future clinical trials, preclinical studies and development activities;

●

the timing, scope and likelihood of regulatory filings and approvals, including final regulatory approval of our product candidates;

●

our ability to generate revenue from future product sales and our ability to achieve and maintain profitability;

●

the accuracy of our projections and estimates regarding our expenses, capital requirements, cash utilization, and need for additional financing;

●

the expected uses of our existing cash, cash equivalents and restricted cash equivalents and the sufficiency of such resources to fund our planned operations;

●

the extent to which health epidemics and other outbreaks of communicable diseases, geopolitical turmoil, including the ongoing global and regional conflicts or increased trade restrictions between the United States, Russia, China, and other countries, social unrest, political instability, terrorism, or other acts of war could ultimately impact our business, including our ongoing and future clinical trials, preclinical studies and development activities;

●

our dependence on the success of zervimesine (CT1812), our lead product candidate;

●

the novelty of our approach to targeting the σ-2 (sigma-2) receptor (“S2R”) complex to treat age-related degenerative diseases and disorders, and the challenges we will face due to the novel nature of such approach;

●

the success of competing therapies that are or become available;

●

the initiation, progress, success, cost, and timing of our ongoing and future clinical trials, preclinical studies and development activities;

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●

our ability to obtain and maintain regulatory clearance of CT1812 for clinical trials under investigational new drug(“IND”), applications and any future IND applications for any of our other product candidates;

●

the performance of third parties in connection with the development of our product candidates, including third parties conducting our future clinical trials as well as third-party suppliers and manufacturers;

●

our ability to attract and retain strategic collaborators with development, regulatory, and commercialization expertise;

●

our ability to successfully commercialize our product candidates and develop sales and marketing capabilities, if our product candidates are approved;

●

the size and growth of the potential markets for our product candidates and our ability to serve those markets;

●

regulatory developments and approval pathways in the United States and foreign countries for our product candidates;

●

the potential scope and value of our intellectual property and proprietary rights;

●

our ability, and the ability of any future licensors, to obtain, maintain, defend, and enforce intellectual property and proprietary rights protecting our product candidates, and our ability to develop and commercialize our product candidates without infringing, misappropriating, or otherwise violating the intellectual property or proprietary rights of third parties;

●

risks associated with global political changes and global economic conditions, including inflation, tariffs, or uncertainty caused by political violence and unrest, including ongoing global and regional conflicts;

●

developments relating to our competitors and our industry; and

●

other risk and uncertainties, including those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on March 26, 2026.

You should refer to the “Risk Factors” section of our Annual Report for the year ended December 31, 2025 for a discussion of material factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Exchange Act, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

COGNITION THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share and per share amounts)


	As of
	March 31, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	31,130	$	36,810
Grant receivables		3,657		9,923
Prepaid expenses and other current assets		932		1,068
Restricted cash equivalents		95		190
Total current assets		35,814		47,991
Property and equipment, net		77		93
Right-of-use assets, operating leases		249		306
Total assets	$	36,140	$	48,390
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,850	$	1,119
Accrued expenses		1,694		11,995
Deferred grant income, current		220		367
Operating lease liabilities, current		95		136
Other current liabilities		194		307
Total current liabilities		6,053		13,924
Operating lease liabilities, non-current		176		195
Total liabilities		6,229		14,119
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2026 and December 31, 2025		—		—
Common stock, $0.001 par value, 250,000,000 shares authorized; 89,353,773 and 88,904,161 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		90		90
Additional paid-in capital		233,038		232,828
Accumulated deficit		(203,217)		(198,647)
Total stockholders’ equity		29,911		34,271
Total liabilities and stockholders’ equity	$	36,140	$	48,390

The accompanying notes are an integral part of these consolidated financial statements.

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COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)



	Three Months Ended March 31,
	2026		2025
Operating Expenses:
Research and development	$	6,120	$	10,786
General and administrative		2,697		2,989
Total operating expenses		8,817		13,775
Loss from operations		(8,817)		(13,775)
Other income (expense):
Grant income		3,979		5,086
Other income, net		273		214
Interest expense		(5)		(5)
Total other income, net		4,247		5,295
Net loss and comprehensive loss	$	(4,570)	$	(8,480)
Net loss per share:
Basic	$	(0.05)	$	(0.14)
Diluted	$	(0.05)	$	(0.14)
Weighted-average common shares outstanding:
Basic		89,191,313		61,828,149
Diluted		89,191,313		61,828,149

The accompanying notes are an integral part of these consolidated financial statements.

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COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands, except share amounts)

SEC Form 10-Q filed by Cognition Therapeutics Inc.